Thursday, February 21, 2008

Episode II - Attack of the Clones

A vast sea of stars serves as the backdrop for the main title. War drums echo through the heavens as a rollup slowly crawls into infinity.

There is unrest in the GalacticSenate. Several thousand solarsystems have declared theirintentions to leave the Republic.

The separatist movement,under the leadership of themysterious Count Dooku, hasmade it difficult for the limitednumber of Jedi Knights tomaintain peace and order in thegalaxy.

Senator Amidala, the formerQueen of Naboo, is returningto the Galactic Senate to voteon the critical issue of creatingan ARMY OF THE REPUBLICto assist the overwhelmedJedi....

PAN UP to reveal the amber city planet of Coruscant. Twoyellow Naboo Fighters fly OVER CAMERA toward the planet,followed by a large Naboo Cruiser and one more Fighter.

INTERIOR: NABOO CRUISER - DAWN

The LIEUTENANT and two SECURITY OFFICERS address SENATORAMIDALA as the Cruiser nears the planet.

LIEUTENANT: Senator, we're making our final approach in toCoruscant.

SENATOR AMIDALA: Very good, Lieutenant.

EXTERIOR: CITYSCAPE, CORUSCANT - DAWN

The ships skim across the surface of the city landscape.The sun glints off the chrome hulls of the sleek Naboospacecraft as they navigate between the buildings of thecapital planet.

EXTERIOR: CORUSCANT, LANDING PLATFORM - DAWN

Two Naboo Fighters land on one leaf of a three-leaf-cloverlanding platform. The Naboo Cruiser lands on the centralleaf, and the third Fighter lands on the remainingplatform.

A small GROUP OF DIGNITARIES waits to welcome the Senator.

One of the FIGHTER PILOTS jumps from the wing of his shipand removes his helmet. He is CAPTAIN TYPHO, SENATORAMIDALA'S Security Officer. He moves over to a WOMAN PILOT.

CAPTAIN TYPHO: We made it. I guess I was wrong, there wasno danger at all.

The ramp lowers. TWO NABOO GUARDS appear. SENATOR AMIDALA,ONE HANDMAIDEN (VERSÉ) and FOUR TROOPERS descend the ramp.AMIDALA is more beautiful now than she was ten yearsearlier when, as Queen, she was freeing her people from theyoke of the Trade Federation.

The DIGNITARIES start to move forward. SENATOR AMIDALAreaches the foot of the ramp, when suddenly there is ablinding FLASH and a huge EXPLOSION. The DIGNITARIES andPILOTS are hurled to the ground as the starship isdestroyed.

Klaxons blare, alarms sound! CAPTAIN TYPHO and the TWOESCORT PILOTS get up and run to where SENATOR AMIDALA liesdying. Beyond, ARTOO DETOO drops down from the NabooFighter and rolls toward the wreckage. The FEMALE ESCORTPILOT kneels by SENATOR AMIDALA and takes off her helmet,revealing SENATOR PADMÉ AMIDALA.

PADMÉ: Cordé...

She gathers up her decoy double in her arms. Cordé's eyesopen. She looks up at her.

MAS AMEDDA: Order! We shall have order! The motion for theRepublic to commission an army takes precedent, and that iswhat we will vote on at this time.

Everything quiets down. The AIDE disperses, and SUPREMECHANCELLOR PALPATINE steps to the podium.

PALPATINE: ...My esteemed colleagues, excuse me... I havejust received some tragic and disturbing news. SenatorAmidala of the Naboo system has been assassinated!

There is a shock silence in the vast arena.

PALPATINE: This grievous blow is especially personal to me.Before I became Chancellor, I served Amidala when she wasQueen. She was a great leader who fought for justice, notonly here in this honorable assembly, but also on her homeplanet. She was so loved she could have been elected Queenfor life. She believed in public service, and she ferventlybelieved in democracy. Her death is a great loss to us all.We will all mourn her as a relentless champion offreedom... and as a dear friend.

There is a moment of silence. ASK AAK, the SENATOR ofMALASTARE, moves his pod into the center of the arena.

ASK AAK: How many more Senators will die before this civilstrife ends! We must confront these rebels now, and we needan army to do it.

A second pod moves into the center of the area withDARSANA, the AMBASSADOR of GLEE ANSELM.

DARSANA: Why weren't the Jedi able to stop thisassassination? We are no longer safe, under theirprotection.

PALPATINE: Must I remind the Senator from Malastare thatnegotiations are continuing with the separatists. Peace isour objective here... not war.

The SENATORS yell pro and con. MAS AMEDDA tries to calmthings down. SENATOR PADMÉ AMIDALA, with CAPTAIN TYPHO, JARJAR, and DORMÉ, maneuver her pod into the center of thevast arena.

AMIDALA: My noble colleagues, I concur with the SupremeChancellor. At all costs, we do not want war!

The Senate goes quiet, then there is an outburst ofcheering and applause.

PALPATINE: It is with great surprise and joy the chairrecognizes the Senator from Naboo, Padmé Amidala.

PADMÉ: Less than an hour ago, an assassination attempt wasmade against my life. One of my bodyguards and six otherswere ruthlessly and senselessly murdered. I was the targetbut, more importantly, I believe this security measurebefore you, was the target. I have led the opposition tobuild an army... but there is someone in this body who willstop at nothing to assure its passage...

Many of the SENATORS boo and yell at SENATOR AMIDALA.

PADMÉ: I warn you, if you vote to create this army, warwill follow. I have experienced the misery of warfirsthand; I do not wish to do it again.

There is sporadic yelling for and against her statements.

PADMÉ: Wake up, Senators... you must wake up! If we offerthe separatists violence, they can only show us violence inreturn! Many will lose their lives. All will lose theirfreedom. This decision could very well destroy the veryfoundation of our great Republic. I pray you, do not letfear push you into a disastrous decision. Vote down thissecurity measure, which is nothing less than a declarationof war! Does anyone here want that? I cannot believe theydo.

There is an undercurrent of booing... and groaning. SENATORORN FREE TAA moves his pod next to AMIDALA.

ORN FREE TAA: My motion to defer the vote must be dealtwith first. That is the rule of law.

PALPATINE: Due to the lateness of the hour and theseriousness of this motion, we will take up these matterstomorrow. Until then, the Senate stands adjourned.

EXTERIOR: EXECUTIVE QUARTERS BUILDING - DAY

The giant towers of the Republic Executive Building seem toreach the heavens. Traffic clogs the smoggy sky.

INTERIOR: CHANCELLOR'S OFFICE - DAY

CHANCELLOR PALPATINE sits behind his desk with TWO RED-CLADROYAL GUARDS on either side of the door. YODA, PLO KOON,KI-ADI-MUNDI, and MACE WINDU sit across from him. Behindthem stand the Jedi LUMINARA UNDULI and her Padawan,BARRISS OFFEE.

PALPATINE: I don't know how much longer I can hold off thevote, my friends. More and more star systems are joiningthe separatists.

MACE WINDU: If they do break away -

PALPATINE: I will not let this Republic that has stood fora thousand years be split in two. My negotiations will notfail!

MACE WINDU: If they do, you must realize there aren'tenough Jedi to protect the Republic. We are keepers of thepeace, not soldiers.

PALPATINE: Master Yoda, do you think it will really come towar?

YODA closes his eyes.

YODA: Worse than war, I fear... Much worse.

PALPATINE: What?

MACE WINDU: What do you sense, Master?

YODA: The Dark Side clouds everything. Impossible to see,the future is. But this I am sure of - (opens his eyes) Dotheir duty, the Jedi will.

A muted BUZZER SOUNDS. A hologram of an AIDE, DAR WAC,appears on the Chancellor's desk.

DAR WAC: (in Huttese) The loyalist committee has arrived,my Lord.

PALPATINE: Good. We will discuss this matter later. Sendthem in.

They all stand as SENATOR AMIDALA, CAPTAIN TYPHO, MASAMEDDA, DORMÉ, and SENATORS (BAIL ORGANA, JAR JAR BINKS andHOROX RYYDER) and their ATTENDANTS enter the office. AsYODA and MACE WINDU move to greet the SENATOR, YODA tapsAMIDALA with his cane.

YODA: Padmé, your tragedy on the landing platform,terrible. With you the force is strong... young Senator.Seeing you alive brings warm feeling to my heart.

PADMÉ: Thank you, Master Yoda. Do you have any idea who wasbehind the attack?

MACE WINDU: Our intelligence points to disgruntled spiceminers, on the moons of Naboo.

PADMÉ: But I think that Count Dooku was behind it.

There is a stir of surprise. They look at one another.

KI-ADI-MUNDI: He is a political idealist, not a murderer.

MACE WINDU: You know, M'Lady, Count Dooku was once a Jedi.He couldn't assassinate anyone. It's not in his character.

YODA: In dark times nothing is what it appears to be, butthe fact remains for certain, Senator, in grave danger youare.

PALPATINE gets up, walks to the window, and looks out atthe vast city.

PALPATINE: Master Jedi, may I suggest that the Senator beplaced under the protection of your graces.

BAIL ORGANA: Do you think that is a wise decision duringthese stressful times?

PADMÉ: Chancellor, if I may comment, I do not believethe...

PALPATINE: ..."situation is that serious." No, but I do,Senator.

PADMÉ: Chancellor, please! I don't want any more guards!

PALPATINE: I realize all too well that additional securitymight be disruptive for you, but perhaps someone you arefamiliar with... an old friend like... Master Kenobi...

PALPATINE nods to MACE WINDU, who nods back.

MACE WINDU: That's possible. He has just returned from aBorder dispute on Ansion.

PALPATINE: You must remember him, M'Lady... he watched overyou during the blockade conflict.

PADMÉ: This is not necessary, Chancellor.

PALPATINE: Do it for me, M'Lady, please. I will resteasier. We had a big scare today. The thought of losing youis unbearable.

AMIDALA sighs as the JEDI get up to leave.

MACE WINDU: I will have Obi-Wan report to you immediately,M'Lady.

YODA leans into her ear.

YODA: Too little about yourself you worry, Senator, and toomuch about politics. Be mindful of your danger, Padmé.Accept our help.

The JEDI leave the office.

EXTERIOR: APARTMENT BUILDING - TWILIGHT

A graceful skyscraper twinkles in the evening light ofCoruscant.

INTERIOR: APARTMENT BUILDING ELEVATOR - TWILIGHT

ANAKIN and OBI-WAN ride in a windowed elevator attached tothe outside of the Senate Building. They are on their wayto SENATOR AMIDALA'S apartments. ANAKIN nervouslyrearranges his robes.

OBI-WAN: You seem a little on edge, Anakin.

ANAKIN: Not at all.

OBI-WAN: I haven't felt you this tense since we fell intothat nest of gundarks.

ANAKIN: You fell into that nightmare, Master, and I rescuedyou, remember?

CAPTAIN TYPHO: I'm very grateful you're here, MasterKenobi. I'm Captain TYPHO, head of Her Majesty's securityservice. Queen Jamillia has informed you of yourassignment. The situation is more dangerous than theSenator will admit.

PADMÉ: I don't need more security, I need answers. I wantto know who is trying to kill me.

OBI-WAN: We will not go through this exercise again,Anakin. And you will pay attention to my lead.

ANAKIN: Why?

OBI-WAN: What??!!

ANAKIN: Why else do you think we were assigned to protecther, if not to find the killer? Protection is a job forlocal security... not Jedi. It's overkill, Master.Investigation is implied in our mandate.

OBI-WAN: We will do exactly as the Council has instructed,and you will learn your place, young one.

PADMÉ: Perhaps with merely your presence, the mysteriessurrounding this threat will be revealed. Now, if you willexcuse me, I will retire.

Everyone gives AMIDALA a slight bow as she and DORMÉ leavethe room.

TYPHO: Well, I know I feel a lot better having you here.I'll have an officer situated on every floor and I'll be atthe control center downstairs.

ZAM attaches her veil across the bottom of her face. Sheturns to leave, but FETT calls her back.

JANGO FETT: Zam, there can be no mistakes this time.

She turns again, and walks toward her speeder.

EXTERIOR: JEDI TEMPLE - NIGHT

The vast Jedi Temple sits on an endless flat plain,silhouetted by a against the traffic-filled sky.

INTERIOR: JEDI TEMPLE, CORRIDOR - NIGHT

MACE WINDU and YODA walk down the long hallway, silhouettedby a lit room at the end.

MACE WINDU: Why couldn't we see this attack on the Senator?

YODA: Masking the future, is this disturbance in the Force.

MACE WINDU: The prophecy is coming true, the Dark Side isgrowing.

YODA: And only those who have turned to the Dark Side cansense the possibilities of the future.

MACE WINDU: It's been ten years, and the Sith still haveyet to show themselves.

YODA: ...Out there, they are. A certainty that is.

There is a long silence as they walk away. Only footstepsare heard.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAINR0OM - NIGHT

ANAKIN is standing in the living room. He is in ameditative state. It is quiet. We hear DISTANT FOOTSTEPS inthe corridor outside the apartment. Suddenly ANAKIN'S eyespop open. His eyes dart around the room. He reaches for hislightsaber, then smiles and puts it back in his belt.

The door to the apartment slides open, and OBI-WAN enters.

OBI-WAN: Captain Typho has more than enough men downstairs.No assassin will try that way. Any activity up here?

ANAKIN: Quiet as a tomb. I don't like just waiting here forsomething to happen to her.

OBI-WAN checks a palm-sized view scanner he has pulled outof his utility belt. It shows a shot of ARTOO by the door,but no sign of PADMÉ on the bed.

OBI-WAN: What's going on?

ANAKIN shrugs.

ANAKIN: She covered the cameras. I don't think she liked mewatching her.

OBI-WAN: What is she thinking?

ANAKIN: She programmed Artoo to warn us if there's anintruder.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM- NIGHT

PADMÉ is asleep in her bed, lit only by the light of thecity outside her window coming through the blinds. ARTOOstands in the corner of the bedroom. His power is off.

OBI-WAN: (V.O.) It's not an intruder I'm worried about.There are many other ways to kill a Senator.

ANAKIN: (V.O.) I know, but we also want to catch thisassassin. Don't we, Master?

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAINROOM - NIGHT

OBI-WAN: You're using her as bait??

ANAKIN: It was her idea... Don't worry, no harm will cometo her. I can sense everything going on in that room. Trustme.

ANAKIN: I don't know why I keep dreaming about her now. Ihaven't seen her since I was little.

OBI-WAN: Dreams pass in time.

ANAKIN: I'd rather dream of Padmé. Just being around heragain is... intoxicating.

OBI-WAN: Be mindful of your thoughts, Anakin, they betrayyou. You've made a commitment to the Jedi Order... acommitment not easily broken... and don't forget she's apolitician. They're not to be trusted.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM- NIGHT

As PADMÉ sleeps, a PROBE DROID approaches outside herwindow. It sends out several small arms that attach to thewindow, creating sparks that shut down the security system.Then a large arm cuts a small hole in the glass. A FAINTSOUND is heard as the small section of glass is removedfrom the window.

ARTOO sounds an alarm and shines a light on the bed. THEKOUHUNS are inches from PADMÉ'S face. Their mouths areopen, and wicked stinger tongues flick out.

OBI-WAN: (V.O.) I've observed that he is very clever atfollowing the passions and prejudices of the Senators.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, MAINROOM - NIGHT

ANAKIN and OBI-WAN continue their conversation.

ANAKIN: I think he is a good man. My instincts are verypositive about...

ANAKIN looks stunned. He looks sharply at OBI-WAN

OBI-WAN: I sense it, too.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT, BEDROOM- NIGHT

OBI-WAN and ANAKIN burst into the room. The KOUHUNS standon their hind legs and hiss as PADMÉ wakes up. ANAKINthrows himself in front of her, whacking in half the deadlycreatures with his lightsaber.

OBI-WAN sees the DROID outside the window and racesstraight at it, crashing through the blinds as he goesthrough the window.

EXTERIOR: WINDOW LEDGE, APARTMENT BUILDING - NIGHT

OBI-WAN flies through the glass window and flings himselfat the PROBE DROID, grabbing onto the deadly machine beforeit can flee. The PROBE DROID sinks under the weight of OBIWAN but manages to stay afloat and fly away, with the Jedihanging on for dear life, a hundred stories above the city.

INTERIOR: APARTMENT BUILDING, AMIDALA'S APARTMENT - NIGHT

ANAKIN and PADMÉ stare at the sight of OBI-WAN beingcarried off by the DROID. ANAKIN turns to her. She pullsher nightdress around her shoulders.

ANAKIN: Stay here!

CAPTAIN TYPHO, with TWO GUARDS and DORMÉ, enter the room asAnakin dashes out.

DORMÉ: Are you all right, M'Lady?

PADMÉ nods yes.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The PROBE DROID sends several protective electrical shocksacross its surface, causing OBI-WAN to almost lose hisgrip. As they dart in and out of the speeder traffic, OBIWAN disconnects a wire on the back of the DROID. Its powershuts off! OBI-WAN and the DROID drop like rocks. OBI-WANrealizes the error of his ways and quickly puts the wireback. The DROID'S systems light up again and it takes off.

EXTERIOR: SENATE APARTMENTS - ENTRANCE - NIGHT

ANAKIN charges out of the building and runs to a line ofparked speeders. He vaults into an open one and takes off,gunning it fast toward the lines of speeder traffic highabove.

EXTERIOR: CITYSCAPE, CORUSCANT - NIGHT

The DROID bumps against a wall, hoping to knock the Jediloose. It moves behind a speeder afterburner to scorch him.It takes the JEDI wildly between buildings and finallyskims across a rooftop as OBI-WAN is forced to lift hislegs, tenaciously hanging onto the DROID. The DROID headsfor a dirty, beat-up speeder hidden in an alcove of abuilding about twenty stories up. When the pilot of thespeeder, the scruffy bounty hunter, ZAM WESELL, sees theDROID approach with OBI-WAN hanging on, she pulls a longrifle out of the speeder and starts to fire at the JEDI.EXPLOSIONS burst all around OBI-WAN. ZAM runs to herspeeder, jumps in, and takes off.

OBI-WAN: I have a bad feeling about this.

FINALLY, the DROID suffers a direct hit and blows up. OBIWAN falls fifty stories, until a speeder drops down next tohim, and he manages to grab onto the back end of thespeeder and haul himself toward the cockpit. The JEDIstruggles to climb into the passenger seat of the openspeeder and sit down next to the driver, ANAKIN.

ANAKIN: That was wacky! I almost lost you in the traffic.

OBI-WAN: What took you so long?

ANAKIN: Oh, you know, Master, I couldn't find a speeder Ireally liked, with an open cockpit... and with the rightspeed capabilities... and then you know I had to get areally gonzo color...

They zoom upward in hot pursuit of ZAM as she fires out theopen window at them with her laser pistol.

OBI-WAN: If you'd spend as much time working on your saberskills as you do on your wit, young Padawan, you wouldrival Master Yoda as a swordsman.

ANAKIN: I thought I already did.

OBI-WAN: Only in your mind, my very young apprentice.Careful!! Hey, easy!!

As this conversation is going on, ANAKIN deftly moves inand out of the oncoming traffic, across lanes, betweenbuildings, and miraculously through a construction site.ZAM WESELL continues firing at them.

ANAKIN: Sorry, I forgot you don't like flying, Master.

OBI-WAN: I don't mind flying... but what you're doing issuicide!

They barely miss a commuter train.

ANAKIN: Master, you know I've been flying since before Icould walk. I'm very good at this.

OBI-WAN: Just slow down! There! There he goes!

ZAM WESSEL and the JEDI race through a line of crosstraffic made up of giant trucks. The speeders bank sidewaysas they slide around right-angle turns between buildings.ZAM races into a tram tunnel.

OBI-WAN: Wait! Don't go in there! Take it easy...

ANAKIN: Don't worry, Master.

ANAKIN zooms into the tunnel after ZAM. They see a tramcoming at them. They brake, turn around, and race out,barely ahead of the charging commuter transport.

ZAM WESSEL turns into oncoming traffic, deliberately tryingto throw the JEDI off. Oncoming speeders swerve, trying toavoid ZAM and the JEDI. ZAM does a quick, tight loop-overand ends up behind the JEDI. She is now in a much betterposition to fire at them with her laser pistol. To avoidbeing hit by the laser bolts, ANAKIN slams on the brakesand moves alongside ZAM. She now fires point-blank at OBI-WAN.

OBI-WAN: What are you doing? He's gonna blast me!

ANAKIN: Right - this isn't working.

ANAKIN slides underneath Zam's speeder. They race along intraffic, one speeder right on top of the other. The BOUNTYHUNTER skims over the rooftops, causing ANAKIN to dropbehind. ANAKIN goes through his gears, zooming aroundtraffic. They race at high speed across a wide, flatsurface of the city planet. A large spacecraft almostcollides with them as it attempts to land.

OBI-WAN: Watch out for those banners!

They round a corner and clip a flag, which gets caught onone of the front air scoops.

OBI-WAN: That was too close!

ANAKIN: Clear that!

OBI-WAN: What?

ANAKIN: Clear the flag! We're losing power! Hurry!

OBI-WAN leans out of the speeder, then crawls out onto thefront engine and pulls the flag free of the scoop. Thespeeder lurches forward with a surge of power.

OBI-WAN: Whooooaaa! Don't do that! I don't like it whenyou do that!

ANAKIN: So sorry, Master.

They chase the BOUNTY HUNTER through a power refinery. ZAMshoots a power coupler causing voltage, like lightning, tojump across a gap from one coupler to another. ANAKIN stayson course, piloting the speeder directly through the arc.ANAKIN and OBI-WAN'S bodies ripple with blue power.

OBI-WAN: Anakin! How many times have I told you to stayaway from the power couplings! Slow down! Don't go throughthere!

Huge electrical bolts shoot between the buildings as thespeeders pass.

OBI-WAN: Yiiii, what are you doing?

ANAKIN: Sorry, Master!

OBI-WAN: (sarcastically) Oh, that was good...

ANAKIN: That was crazy!!!

ZAM slides around a corner sideways, blocking an alley,firing point-blank as ANAKIN approaches.

ANAKIN: Ahh, damn.

OBI-WAN: Stop!!

ANAKIN: No, we can make it.

ANAKIN barely misses the BOUNTY HUNTER'S speeder as hedives under it, and through a small gap in the buildinghitting several pipes and going wildly out of control.ANAKIN struggles to regain control of the speeder, narrowlymissing a crane, barely clipping a pair of giant struts. Agiant gas ball shoots up, causing ANAKIN to spin and bump abuilding, stalling the speeder.

OBI-WAN: I'm crazy... I'm crazy... I'm crazy.

ANAKIN: I got us through that one all right.

OBI-WAN: (angrily) No you didn't! We've stalled! And youalmost got us killed!

ANAKIN: I think we're still alive.

ANAKIN works to get the speeder started. It races to life.

OBI-WAN: (very angrily) It was stupid!

ANAKIN: (sheepishly) I could have made it...

OBI-WAN: (furious) But you didn't!!! And now we've lost himfor good.

Suddenly, there is an ambush. Laser bolts are everywhere.EXPLOSIONS surround them. They look up to see ZAM WESSELtake off.

ANAKIN: No we didn't...

Out of a cloud of smoke and ball of flames the JEDI tearafter ZAM. They are smoking. OBI-WAN slaps out the smallfire on the dashboard. ZAM goes up and down, through crosstraffic. There is a near miss as a speeder almost hitsthem. ZAM turns down and left between two buildings. ANAKINpulls up and to the right

OBI-WAN: Where are you going?!... He went down there, theother way.

ANAKIN: Master, if we keep this chase going, that creep'sgonna end up Deep-fried. Personally, I'd very much like tofind out who in the hell he is and who he's working for...This is a shortcut... I think.

OBI-WAN: (sarcastic) What do you mean, you "think?"

ANAKIN turns up a side street, zooming up several smallpassageways, then stops, hovering about fifty stories up.

OBI-WAN: Well, you lost him.

ANAKIN: I'm deeply sorry, Master.

ANAKIN looks around front and back. He spots something. Heseems to start counting to himself as he watches somethingbelow approach.

OBI-WAN: Well, this is some kind of shortcut. He wentcompletely the other way! Once again, Anakin...

ANAKIN: ...Excuse me for a moment.

ANAKIN jumps out of the speeder. OBI-WAN looks down andsees Zam's speeder about five stories below them cruisingpast.

OBI-WAN: I hate it when he does that.

ANAKIN miraculously lands on top of the Bounty Hunter'sspeeder. The speeder wobbles under the impact. ZAM looks upand realizes what has happened.

ZAM takes off, and ANAKIN slides to the back strut andalmost slips off, but manages to hang on. ANAKIN works hisway back to ZAM, who, caught off guard, briefly changesinto her CLAWDITE form. ZAM stops suddenly, and ANAKINflies forward to the left front fork. ZAM shoots at himwith a laser pistol. There is a BLAST near ANAKIN'S hand,which breaks off a piece of the speeder. ANAKIN slides tothe right fork of the speeder, where ZAM can't reach him.He scrambles to the top, holding onto an air scoop.

OBI-WAN has jumped into the driver's seat of his speederand is deftly gaining on the rogue speeder. The twospeeders dive through oncoming traffic and then throughcross traffic. Finally, ANAKIN is able to get hold of hislightsaber and starts to cut his way through the roof ofthe speeder. ZAM takes out her laser pistol and startsfiring at the helpless JEDI, knocking the sword out of hishand. OBI-WAN races under the speeder and catches the Jediweapon in the passenger's seat.

ANAKIN sticks his hand into the cockpit and, using theForce, pulls the gun out of ZAM'S hand. She grabs theJEDI'S hand, and they struggle for the weapon. It goes off,blowing a hole in the floor of the speeder. The speedercareens wildly out of control. ZAM struggles to pull thespeeder out of its nosedive. OBI-WAN gets slowed down bytraffic and loses sight of the Bounty Hunter's speeder.

Just as the speeder is about to nose dive into the ground,ZAM pulls it out, and it slides hard on the pavement in ashower of sparks. ANAKIN goes flying into the street.

EXTERIOR: ENTERTAINMENT STREET - NIGHT

ZAM exits the crashed speeder and runs. ANAKIN pickshimself up off the pavement and runs after her down thevery crowded street.

It's the seedy underbelly of the city. Broken sidewalks,garish lights reflected in filthy puddles. It's prettycrowded with various ALIEN LOW-LIFES, PANHANDLING DROIDS,and the occasional group of UPPERCLASS SLUMMERS.

ANAKIN barges into several of them as he chases after thefleeing ZAM. He loses the Bounty Hunter in the crowd, thensees her again. The young Jedi is having a very difficulttime getting through the crowd. Ahead, ZAM turns in througha door and disappears. A nightclub sign is flashing overthe door.

OBI-WAN lands the speeder in the nearby street. He gets outand runs through the crowd toward ANAKIN. ANAKIN is justabout to follow ZAM into the nightclub when OBI-WAN catchesup to him.

OBI-WAN: Anakin!

ANAKIN: She went into that club, Master.

OBI-WAN: Patience. Use the Force, Anakin. Think.

ANAKIN: Sorry, Master.

OBI-WAN: He went in there to hide, not run.

ANAKIN: Yes, Master.

OBI-WAN hands ANAKIN the lightsaber.

OBI-WAN: Here. Next time try not to lose it.

ANAKIN reaches for the lightsaber.

OBI-WAN: A Jedi's saber is his most precious possession...

ANAKIN: Yes, Master.

OBI-WAN: He must keep it with him at all times.

ANAKIN: I know, Master.

OBI-WAN grabs hold of ANAKIN'S lightsaber again.

OBI-WAN: This weapon is your life.

ANAKIN: I've heard this lesson before...

OBI-WAN finally holds out the lightsaber and ANAKIN grabsit.

OBI-WAN: But, you haven't learned anything, Anakin.

OBI-WAN releases hold of the lightsaber.

ANAKIN: I try, Master.

OBI-WAN walks ahead through the club entrance. ANAKINfollows him.

OBI-WAN: Why do I get the feeling you're going to be thedeath of me?!

INTERIOR: NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN enter the nightclub bar, and everyonestares at them

ANAKIN: Don't say that Master... You're the closest thing Ihave to a father... I love you. I don't want to cause youpain.

OBI-WAN: Then why don't you listen to me?!

ANAKIN: I am trying.

OBI-WAN: Can you see him?

ANAKIN: I think he's a she... and I think she's achangeling.

OBI-WAN: In that case be extra careful... (nods to theroom) Go and find her.

OBI-WAN goes away.

ANAKIN: Where are you going, Master?

OBI-WAN: For a drink.

OBI-WAN heads for the bar. ANAKIN blinks in surprise, thenmoves into the room, where ALIEN FACES look back at himwith hostility, suspicion, and invitation as he moves amongthe tables. OBI-WAN arrives at the bar. He signals theBARMAN.

CLOSE - Somewhere in the room a HAND moves to a pistol inits holster and unsnaps the safety catch. At the bar, aglass is placed in front of OBI-WAN. A drink is poured. Helifts the glass.

ELAN SLEAZEBAGGANO: You wanna buy some death-sticks?

OBI-WAN looks at him. He moves his fingers slightly.

OBI-WAN: You don't want to sell me death-sticks.

ELAN: I don't want to sell you death-sticks.

OBI-WAN moves his fingers.

OBI-WAN: You want to go home and rethink your life.

ELAN: I want to go home and rethink my life.

He leaves. OBI-WAN lifts the drink and tosses it back.

CLOSE - The gun is drawn from its holster and held down outof sight. The BOUNTY HUNTER starts to move toward the bar.

The gun moves toward OBI-WAN'S unsuspecting back. The gunis raised to aim directly at his back, and suddenly OBI-WANturns fast. His lightsaber flashes. There is a shrillSCREAM and ZAM'S ARM hits the floor. The gun drops from itstwitching fingers. Blood spreads.

The room is silent. ANAKIN is suddenly at OBI-WAN's side,his lightsaber glowing.

ANAKIN: Easy... official business. Go back to your drinks.

Slowly, the ALIENS sit. Conversation resumes. Onstage, THEPERFORMERS pick up their routine. OBI-WAN and ANAKIN liftZAM and carry her out.

EXTERIOR: ALLEY OUTSIDE NIGHTCLUB - NIGHT

OBI-WAN and ANAKIN carry ZAM into the alley and lower herto the ground. OBI-WAN attends to her wounded shoulder. Shestares up hatefully at ANAKIN. She winces in pain, thennods.

OBI-WAN: Do you know who it was you were trying to kill?

ZAM WESSEL: The Senator from Naboo.

OBI-WAN: Who hired you?

ZAM glares at OBI-WAN.

ZAM WESSEL: It was just a job.

ANAKIN: Who hired you? Tell us!

ZAM WESSEL: That Senator's gonna die soon anyway, and thenext one won't make the same mistake I did...

OBI-WAN: This wound's going to need treatment.

ANAKIN: Tell us... tell us now!

ZAM glares hatefully.

ZAM: It was a Bounty Hunter called...

There is a sudden FTZZZ sound. ZAM twitches. She blinks insurprise and dies. As OBI-WAN lays ZAM down on the street,she changes to her CLAWDITE form.

There is a WHOOSH from above. OBI-WAN and ANAKIN look up tosee an ARMORED ROCKET-MAN taking off from a roof highabove. He shoots up fast into the sky and disappears. OBI-WAN looks down at ZAM. He touches her neck and pulls out asmall, wicked-looking dart.

OBI-WAN: Toxic dart...

EXTERIOR: JEDI TEMPLE - DAY

The tall spires of the Jedi Temple stand out against theblue sky.

INTERIOR: JEDI TEMPLE, COUNCIL CHAMBER - DAY

OBI-WAN and ANAKIN stand in the center of the CouncilChamber. The members of the Jedi Council are seated in acircle surrounding the two Jedi.

YODA: Track down this bounty hunter, you must, Obi-Wan.

MACE WINDU: Most importantly, find out who he's workingfor.

OBI-WAN: What about Senator Amidala? She will still needprotecting.

YODA: Handle that, your Padawan will.

MACE WINDU: Anakin, escort the Senator back to her homeplanet of Naboo. She'll be safer there. And don't useregistered transport. Travel as refugees.

ANAKIN: As the leader of the opposition, it will be verydifficult to get Senator Amidala to leave the Capital.

YODA: Until caught this killer is, our judgement she mustrespect.

MACE WINDU: Anakin, go to the Senate and ask ChancellorPalpatine to speak with her.

The two Jedi exit the Council Chamber.

INTERIOR: SENATE BUILDING, PALPATINE'S OFFICE - DAY

ANAKIN and PALPATINE stand at the window of PALPATINE'Soffice and look out over the vast city.

PALPATINE: I will talk to her. Senator Amidala will notrefuse an executive order. I know her well enough to assureyou of that.

ANAKIN: Thank you, your Excellency.

PALPATINE: And so, my young Padawan, they have finallygiven you an assignment. Your patience has paid off.

ANAKIN: Your guidance more that my patience.

PALPATINE: You don't need guidance, Anakin. In time youwill learn to trust your feelings. Then you will beinvincible. I have said it many times, you are the mostgifted Jedi I have ever met.

PALPATINE and ANAKIN turn away from the window and walkthrough PALPATINE'S office towards the door.

ANAKIN: Thank you, your Excellency.

PALPATINE: I see you becoming the greatest of all the Jedi,Anakin. Even more powerful than Master Yoda.

INTERIOR: JEDI TEMPLE, ATRIUM - DAY

MACE WINDU and OBI-WAN walk along the Temple corridors.YODA accompanies them, riding in a small floating chair.

OBI-WAN: I am concerned for my Padawan. He is not ready tobe given this assignment on his own yet.

YODA: The Council is confident in this decision, Obi-Wan.

MACE WINDU: The boy has exceptional skills.

OBI-WAN: But he still has much to learn, Master. Hisabilities have made him... well, arrogant.

YODA: Yes, yes. It's a flaw more and more common amongJedi. Too sure of themselves they are. Even the older, moreexperienced ones.

MACE WINDU: Remember, Obi-Wan. If the prophecy is true,your apprentice is the only one who can bring the Forceback into balance.

PADMÉ: Mentors have a way of seeing more of our faults thanwe would like. It's the only way we grow.

ANAKIN: Don't get me wrong... Obi-Wan is a great mentor, aswise as Master Yoda and as powerful as Master Windu. I amtruly thankful to be his apprentice. Only... although I'm aPadawan learner, in some ways... a lot of ways... I'm aheadof him. I'm ready for the trials. I know I am! He knows ittoo. But he feels I'm too unpredictable... Other Jedi myage have gone through the trials and made it... I know Istarted my training late... but he won't let me move on.

PADMÉ: I'm sorry... You sounded exactly like that littleboy I once knew, when he didn't get his way.

ANAKIN: I'm not whining! I'm not.

PADMÉ just smiles at him. DORMÉ laughs in the background.

PADMÉ: I didn't say it to hurt you.

ANAKIN: I know...

There is a brief silence, then PADMÉ comes over to ANAKIN.

PADMÉ: Anakin...

They look into each other's eyes for the first time.

PADMÉ: Don't try to grow up too fast.

ANAKIN: I am grown up. You said it yourself.

ANAKIN looks deep into PADMÉ'S eyes.

PADMÉ: Please don't look at me like that.

ANAKIN: Why not?

PADMÉ: Because I can see what you're thinking.

ANAKIN: (laughing) Ahh... So, you have Jedi powers too?

DORMÉ is watching with concern.

PADMÉ: It makes me feel uncomfortable.

ANAKIN: Sorry, M'Lady.

ANAKIN backs away as PADMÉ turns and goes back to herpacking.

EXTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORTBUS - DAY

A small bus speeds toward the massive freighter docks ofCoruscant's industrial area. The spaceport is bustling withactivity. Transports of various sizes move supplies andpassengers as giant floating cranes lift cargo out of thestarships. The bus stops before a huge, intergalacticfreighter starship. It parks in the shadows of an overhang.

INTERIOR: CORUSCANT, SPACEPORT FREIGHTER DOCKS, TRANSPORTBUS - DAY

ANAKIN and PADMÉ, dressed in Outland peasant outfits, getup and head for the door where CAPTAIN TYPHO, DORMÉ andOBI-WAN are waiting to hand them their luggage.

CAPTAIN TYPHO: Be safe, M'Lady.

PADMÉ: Thank you, Captain. Take good care of Dormé... Thethreat's on you two now.

DORMÉ: He'll be safe with me.

They laugh, and PADMÉ embraces her faithful handmaiden.DORMÉ starts to weep.

PADMÉ: You'll be fine.

DORMÉ: It's not me, M'Lady. I worry about you. What if theyrealize you've left the Capital?

PADMÉ: (looks to Anakin) Then my Jedi protector will haveto prove how good he is.

DORMÉ and PADMÉ smile. ANAKIN frowns as OBI-WAN pulls himaside.

OBI-WAN: Anakin. Don't do anything without first consultingeither myself or the Council.

ANAKIN: Yes, Master.

OBI-WAN: (to Padmé) I will get to the bottom of this plotquickly, M'Lady. You'll be back here in no time.

PADMÉ: I will be most grateful for your speed, Master Jedi.

ANAKIN: Time to go.

PADMÉ: I know.

PADMÉ gives DORMÉ a last hug. ANAKIN picks up the luggage,and the TWO PEASANTS exit the speeder bus, where ARTOO iswaiting for them.

OBI-WAN: Anakin, may the Force be with you.

ANAKIN: May the Force be with you, Master.

They head off toward the giant Starfreighter.

PADMÉ: Suddenly, I'm afraid...

ANAKIN: This is my first assignment on my own. I am too.(looking at Artoo) But don't worry. We've got Artoo withus.

They laugh.

OBI-WAN and CAPTAIN TYPHO watch ANAKIN and PADMÉ disappearinto the vastness of the spaceport with ARTOO trundlingalong behind them.

OBI-WAN: I hope he doesn't try anything foolish.

CAPTAIN TYPHO: I'd be more concerned about her doingsomething, than him.

EXTERIOR: FREIGHTER DOCKS - CORUSCANT - DAY

The freighter slowly takes off from the huge docks area ofCoruscant. It soon moves into the crowded skies.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - LATE DAY

From high above, light streams down from the loftyceilings. OBI-WAN crosses the floor of the great hallway,heading for the Analysis Rooms.

INTERIOR: JEDI TEMPLE, ANALYSIS CUBICLES - LATE DAY

OBI-WAN walks past several glass cubicles where work isgoing on. He comes to an empty one and sits down in frontof a console. A SP-4 ANALYSIS DROID comes to life. A trayslides out of the console.

SP-4: Place the subject for analysis on the sensor tray,please.

OBI-WAN puts the dart onto the tray, which retracts intothe console. The DROID activates the system, and a screenlights up in front of OBI-WAN.

OBI-WAN: It's a toxic dart. I need to know where it camefrom and who made it.

SP-4: Markings cannot be identified. As you can see on yourscreen, subject weapon does not exist in any known culture.Probably self-made by a warrior not associated with anyknown society. Stand away from the sensor tray please.

OBI-WAN: Excuse me? Could you try again please?

SP-4: Master Jedi, our records are very thorough. Theycover eighty percent of the galaxy. If I can't tell youwhere it came from, nobody can.

OBI-WAN walks down the street. It is a pretty tough part oftown. Old buildings, warehouses, beat up speeders andtransporter rigs thundering past. Above, the old elevatedmonospeed with occasional "shiny freighters" hissingthrough.

OBI-WAN comes to a kind of alien diner. On the steamed-upwindows it says "DEX'S DINER" in alien lettering. He goesinside.

INTERIOR: CORUSCANT, DEX'S DINER - MORNING

A WAITRESS DROID is carrying plates of half-eaten food.There is a counter with stools and a line of booths alongthe wall by the window. A number of CUSTOMERS are eating -TOUGH-LOOKING WORKERS, FREIGHTER DRIVERS, ETC. The WAITRESSDROID looks up as OBI-WAN comes in.

WAITRESS DROID: Can I help ya?

OBI-WAN: I'm looking for Dexter.

The WAITRESS DROID approaches OBI-WAN.

WAITRESS DROID: Waddya want him for?

OBI-WAN: He's not in trouble. It's personal.

There is a brief pause. Then the DROID goes to the openserving hatch behind the counter.

WIITRESS DROID: Someone to see ya, honey. (lowering hervoice) A Jedi, by the looks of him.

Steam billows out from the kitchen hatch behind the counteras a huge head pokes through.

DEXTER JETTSTER: Obi-Wan!

OBI-WAN: Hey, Dex.

DEXTER JETTSTER: Take a seat! Be right with ya!

OBI-WAN sits in a booth.

WAITRESS DROID: You want a cup of ardees?

OBI-WAN: Oh yes, thank you.

The WAITRESS DROID moves off as the door to the counteropens and DEXTER JETTSTER appears. He is big - bald andsweaty, old and alien. Not someone to tangle with. Hearrives, beaming hugely.

DEXTER JETTSTER: Hey, ol' buddy!

OBI-WAN: Hey, Dex.

DEXTER eases himself into the seat opposite OBI-WAN. He canjust make it.

DEXTER JETTSTER: So, my friend. What can I do for ya?

OBI-WAN: You can tell me what this is.

OBI-WAN places the dart on the table between them. DEX'Seyes widen. He puts down his mug.

DEXTER JETTSTER: (softly) Well, whaddya know...

DEXTER picks up the dart delicately between his puffyfingers and peers at it.

DEXTER JETTSTER: I ain't seen one of these since I wasprospecting on Subterrel beyond the Outer Rim!

OBI-WAN: Can you tell me where it came from?

DEXTER grins. He puts the dart down between them.

DEXTER JETTSTER: This baby belongs to them cloners. Whatyou got here is a Kamino saberdart.

DEXTER JETTSTER: It's these funny little cuts on the sidegive it away... Those analysis droids you've got over thereonly focus on symbols, you know. I should think you Jediwould have more respect for the difference betweenknowledge and wisdom.

OBI-WAN: Well, Dex, if droids could think, we wouldn't behere, would we? (laughing) Kamino... doesn't soundfamiliar. Is it part of the Republic?

DEXTER JETTSTER: No, it's beyond the Outer Rim. I'd sayabout twelve parsecs outside the Rishi Maze, toward thesouth. It should be easy to find, even for those droids inyour archive. These Kaminoans keep to themselves. They'recloners. Damned good ones, too.

OBI-WAN picks up the dart, holding it midway between them.

OBI-WAN: Cloners? Are they friendly?

DEXTER JETTSTER: It depends.

OBI-WAN: On what, Dex?

Dexter grins.

DEXTER JETTSTER: On how good your manners are... and howbig your pocketbook is...

EXTERIOR: JEDI TEMPLE - DAY

The main entrance at the base of the huge Temple isbustling with activity. All sorts of JEDI are coming andgoing.

INTERIOR: JEDI TEMPLE, ARCHIVE LIBRARY - DAY

A bronze bust of Count Dooku stands among a line of otherbusts of Jedi in the Archive Room. OBI-WAN stands in frontof it, studying the striking features of the chiseled face.

On the walls, lighted computer panels seem to stretch intoinfinity. Farther along the room in the background, FIVEJEDI are seated at tables, studying archive material.

After OBI-WAN studies the bust for a few moments beforeMADAME JOCASTA NU, the Jedi Archivist, is standing next tohim. She is an elderly, frail-looking human Jedi. Tough asold boots and smart as a whip.

JOCASTA NU: Did you call for assistance?

OBI-WAN: (distracted in thought) Yes... yes, I did...

JOCASTA NU: He has a powerful face, doesn't he? He was oneof the most brilliant Jedi I have had the privilege ofknowing.

OBI-WAN: I never understood why he quit. Only twenty Jedihave ever left the Order.

JOCASTA NU: (sighs) The Lost Twenty... Count Dooku was themost recent and the most painful. No one likes to talkabout it. His leaving was a great loss to the Order.

OBI-WAN: What happened?

JOCASTA NU: Well, Count Dooku was always a bit out of stepwith the decisions of the Council... much like your oldMaster, Qui-Gon Jinn.

OBI-WAN: (surprised) Really?

JOCASTA NU: Oh, yes. They were alike in many ways. Veryindividual thinkers... idealists...

JOCASTA NU gazes at the bust.

JOCASTA NU: He was always striving to become a morepowerful Jedi. He wanted to be the best. With a lightsaber,in the old style of fencing, he had no match. His knowledgeof the Force was... unique. In the end, I think he leftbecause he lost faith in the Republic. He believed thatpolitics were corrupt, and he felt the Jedi betrayedthemselves by serving the politicians. He always had veryhigh expectations of government. He disappeared for nine orten years, then just showed up recently as the head of theseparatist movement.

OBI-WAN: It's very interesting. I'm not sure I completelyunderstand.

JOCASTA NU: Well, I'm sure you didn't call me over here fora history lesson. Are you having a problem, Master Kenobi?

OBI-WAN: Yes, I'm trying to find a planet system calledKamino. It doesn't seem to show up on any of the archivecharts.

OBI-WAN: (nodding) According to my information, it shouldbe in this quadrant somewhere... just south of the RishiMaze.

JOCASTA NU taps the keyboard and frowns.

JOCASTA NU: No coordinates? It sounds like the sort ofdirections you'd get from a street tout... some old mineror Furbog trader.

OBI-WAN: All three, actually.

JOCASTA NU: Are you sure it exists?

OBI-WAN: Absolutely.

JOCASTA NU: Let me do a gravitational scan.

OBI-WAN and JOCASTA NU study the star map hologram.

JOCASTA NU: There are some inconsistencies here. Maybe theplanet you're seeking was destroyed.

OBI-WAN: Wouldn't that be on record?

JOCASTA NU: It ought to be, unless it was very recent.(shakes her head) I hate to say it, but it looks like thesystem you're searching for doesn't exist.

OBI-WAN: That's impossible... perhaps the archives areincomplete.

JOCASTA NU: The archives are comprehensive and totallysecure, my young Jedi. One thing you may be absolutely sureof - if an item does not appear in our records, it does notexist!

OBI-WAN stares at her, then looks back to the map. JOCASTANU notices a young boy approach. She turns from OBI-WAN andleaves with the youngster.

EXTERIOR: SPACE, STARSHIP FREIGHTER

The massive, slow-moving Freighter moves through space.

INTERIOR: STARFREIGHTER, STEERAGE HOLD - DAY

The great, gloomy hold is crowded with EMIGRANTS and theirbelongings. To one side ARTOO is coming to the head of afood line holding two bowls. With one of his little clawarms, he grabs a chunk of something that looks like bread.

ARTOO slips a tube into a tub of mush and sucks up a largequantity. A SERVER sees him.

SERVER: Hey! No Droids!

ARTOO takes one last big suck and heads away from the foodline. The SERVER shouts after him angrily. The little droidmoves past groups of eating or sleeping EMIGRANTS and comesto ANAKIN and PADMÉ'S table where ANAKIN is sound asleep.The young Jedi seems to be having a nightmare. He is veryrestless.

ANAKIN: No, no, Mom, no...

He is sweating. PADMÉ leans over resting her hand on hisarm. He wakes up with a start, then realizes where he is.PADMÉ simply looks at him. He stares back, somewhatconfused.

ANAKIN: What?

PADMÉ: You seemed to be having a nightmare.

ANAKIN looks at PADMÉ a little more closely, trying to seeif he has revealed any of his secrets. She hands him a bowlof mush and bread.

PADMÉ: Are you hungry?

ANAKIN: Yeah.

PADMÉ takes the food from ARTOO and sets it on a make-shifttable. ANAKIN rises and takes a seat as she places a bowlin front of him.

ANAKIN: Thanks.

PADMÉ: We went to lightspeed a while ago.

ANAKIN looks into PADMÉ'S eyes.

ANAKIN: I look forward to seeing Naboo again. I've thoughtabout it every day since I left. It's by far the mostbeautiful place I've ever seen...

PADMÉ is a little unnerved by his intense stare.

PADMÉ: It may not be as you remember it. Time changesperception.

ANAKIN: Sometimes it does... Sometimes for the better.

PADMÉ: It must be difficult having sworn your life to theJedi... not being able to visit the places you like... ordo the things you like...

ANAKIN: Or be with the people I love.

PADMÉ: Are you allowed to love? I thought it was forbiddenfor a Jedi.

ANAKIN: Attachment is forbidden. Possession is forbidden.Compassion, which I would define as unconditional love, iscentral to a Jedi's life, so you might say we're encouragedto love.

PADMÉ: You have changed so much.

ANAKIN: You haven't changed a bit. You're exactly the way Iremember you in my dreams. I doubt if Naboo has changedmuch either.

ANAKIN: Yes... I left Tatooine so long ago, my memory ofher is fading. I don't want to lose it. Recently I've beenseeing her in my dreams... vivid dreams... scary dreams. Iworry about her.

PADMÉ gives ANAKIN a sympathetic look.

INTERIOR: JEDI TEMPLE, MAIN HALLWAY - DAY

OBI-WAN walks through the main hallway to the trainingarea.

INTERIOR: JEDI TEMPLE, TRAINING VERANDA - DAY

OBI-WAN comes out onto the veranda and stops, watchingTWENTY or so FOUR-YEAR-OLDS doing training exercises,supervised by YODA. They wear helmets over their eyes andtry to strike little TRAINING DROIDS with their miniaturelightsabers. The DROIDS dance in front of them.

The reader is a small shaft with a hollow opening at thetop. The CHILDREN gather around it. OBI-WAN takes out alittle glass ball and places it into the bowl. The windowshades close, the reader lights up and projects the starmap hologram into the room. The CHILDREN laugh. Some ofthem reach up to try and touch the nebulae and stars. OBI-WAN walks into the display.

OBI-WAN: This is where it ought to be... but it isn't.Gravity is pulling all the stars in this area inward tothis spot. There should be a star here... but there isn't.

YODA: Most interesting. Gravity's silhouette remains, butthe star and all its planets have disappeared. How can thisbe? Now, younglings, in your mind, what is the first thingyou see? An answer? A thought? Anyone?

YODA: Truly wonderful, the mind of a child is. The Padawanis right. Go to the center of the gravity's pull, and findyour planet you will.

YODA and OBI-WAN move away from the CHILDREN. With a handmovement, OBI-WAN causes the star map to disappear. OBI-WANuses the Force to call the glass ball back to his hand asthe two walk into an adjoining room.

OBI-WAN: But Master Yoda who could have erased informationfrom the archives? That's impossible, isn't it?

YODA: (frowning) Dangerous and disturbing this puzzle is.Only a Jedi could have erased those files. But who and why,harder to answer. Meditate on this, I will. May the Forcebe with you.

OBI-WAN leaves the room as YODA walks back toward the children.

EXTERIOR: NABOO SPACEPORT - DAY

The Starfreighter lands in the giant port city of Theed.

PADMÉ, ANAKIN and ARTOO are among the EMIGRANTS streamingfrom the Starfreighter and into the vast docking area. Theyexit onto the main plaza.

EXTERIOR: NABOO PALACE, GRAND COURTYARD - AFTERNOON

The speeder bus pulls up and stops. PADMÉ, ANAKIN, andARTOO get out. The great courtyard stretches before them,and they see the rose-colored domes of the palace on the far side. ARTOO WHISTLES. They pick up their gear and startto cross the courtyard. ARTOO trundles behind them.

ANAKIN: If I grew up here, I don't think I'd ever leave.

PADMÉ: (laughing) I doubt that.

ANAKIN: No, really. When I started my training, I was veryhomesick and very lonely. This city and my Mom were theonly pleasant things I had to think about... The problemwas, the more I thought about my Mom, the worse I felt. ButI would feel better if I thought about the palace - the wayit shimmers in the sunlight - the way the air always smellsof flowers...

PADMÉ: ...and the soft sound of the distant waterfalls. Thefirst time I saw the Capital, I was very young... I'd neverseen a waterfall before. I thought they were sobeautiful... I never dreamed one day I'd live in thepalace.

ANAKIN: Well, tell me, did you dream of power and politicswhen you were a little girl?

PADMÉ: (laughing) No! That was the last thing I thought of,but the more history I studied, the more I realized howmuch good politicians could do. After school, I became aSenatorial advisor with such a passion that, before I knewit, I was elected Queen. For the most part it was becauseof my conviction that reform was possible. I wasn't theyoungest Queen ever elected, but now that I think back onit, I'm not sure I was old enough. I'm not sure I wasready.

ANAKIN: The people you served thought you did a good job. Iheard they tried to amend the Constitution so you couldstay in office.

PADMÉ: Popular rule is not democracy, Annie. It gives thepeople what they want, not what they need. And, truthfully,I was relieved when my two terms were up. So were myparents. They worried about me during the blockade andcouldn't wait for it all to be over. Actually, I was hopingto have a family by now... My sisters have the mostamazing, wonderful kids... So when the Queen asked me toserve as Senator, I couldn't refuse her.

ANAKIN: I agree! I think the Republic needs you... I'm gladyou chose to serve. I feel things are going to happen inour generation that will change the galaxy in profoundways.

PADMÉ: I think so too.

ANAKIN and PADMÉ walk toward the palace. ARTOO continues tofollow.

INTERIOR: NABOO PALACE, THRONE ROOM - AFTERNOON

QUEEN JAMILLIA is seated on the throne, flanked by SIOBIBBLE and a COUPLE OF ADVISORS. FOUR HANDMAIDENS standclose by, and GUARDS are at the doors.

PADMÉ: Thank you, Your Highness. I only wish I could haveserved you better by staying on Coruscant for the vote.

SIO BIBBLE: Given the circumstances, Senator, you know itwas the only decision Her Highness could have made.

QUEEN JAMILLIA: How many systems have joined Count Dookuand the separatists?

PADMÉ: Thousands. And more are leaving the Republic everyday. If the Senate votes to create an army, I'm sure it'sgoing to push us into a civil war.

SIO BIBBLE: It's unthinkable! There hasn't been a fullscale war since the formation of the Republic!

QUEEN JAMILLIA: Do you see any way, through negotiations,to bring the separatists back into the Republic?

PADMÉ: Not if they feel threatened. The separatists don'thave an army, but if they are provoked, they will move todefend themselves. I'm sure of that. And with no time ormoney to build an army, my guess is they will turn to theCommerce Guilds or the Trade Federation for help.

QUEEN JAMILLIA: The armies of commerce! Why has nothingbeen done in the Senate to restrain them?

PADMÉ: I'm afraid that, despite the Chancellor's bestefforts, there are still many bureaucrats, judges, and evenSenators on the payrolls of the Guilds.

SIO BIBBLE: It's outrageous that, after all of thosehearings, and four trials in the Supreme Court, Nute Gunrayis still the Viceroy of the Trade Federation. I fear theSenate is powerless to resolve this crisis. Do those moneymongers control everything?

QUEEN JAMILLIA: Padmé, I had an audience with your fatheryesterday. I told him what was happening. He hopes you willvisit your mother before you leave... your family's veryworried about you.

PADMÉ: Thank you, your Highness.

PADMÉ looks worried. They ALL exit down the main staircase.

EXTERIOR: THEED, RESIDENTIAL AREA, SIDE STREET - AFTERNOON

PEOPLE are passing through the little street, OLD MEN aresunning themselves, WOMEN are gossiping, KIDS are playing.ANAKIN, PADMÉ and ARTOO turn onto a side street. ANAKIN isback in his Jedi robes. PADMÉ wear a beautiful simpledress. She stops, beaming.

PADMÉ: There's my house!

PADMÉ starts forward; ANAKIN hangs back.

PADMÉ: What? Don't say you're shy!

ANAKIN: (untruthfully) No, but I...

Suddenly, there are shouts from two little girls, RYOO (age6) and POOJA (age 4). They come running toward PADMÉ.

PADMÉ: Ryoo!! Pooja!!

PADMÉ scoops up RYOO and POOJA and hugs them.

PADMÉ: Go wake up Artoo.

RYOO & POOJA: Artoo!!!

As they see the droid, they hug him. ARTOO WHISTLES andBEEPS. PADMÉ laughs. ANAKIN and PADMÉ go on toward thehouse. The GIRLS stay and play with ARTOO.

ANAKIN: There have been two attempts on her life. Chancesare there'll be more. My Master is tracking down theassassins. I'm sure he'll find out who they are. Thissituation, won't last long.

RUWEE: I don't want anything to happen to her.

ANAKIN: I don't either.

INTERIOR: PADMÉ'S PARENTS' HOUSE, PADMÉ'S ROOM - AFTERNOON

PADMÉ throws some things into a bag.

PADMÉ: Don't worry, this won't take long.

ANAKIN: I just want to get there before dark.

PADMÉ goes on packing. ANAKIN looks around the room.

ANAKIN: You still live at home.

PADMÉ: I move around so much, I've never had a place of myown. Official residences have no warmth. I feel good here.I feel at home.

ANAKIN: I never had a real home. Home was always where myMom was.

ANAKIN picks up a framed hologram.

ANAKIN: Is this you?

The hologram shows PADMÉ at age seven or eight surroundedby forty or fifty little green creatures. She is holdingone in her arms. They are all smiling hugely.

PADMÉ: That was when I went with the relief group toShadda-Bi-Boran. Their sun was imploding, and the planetwas dying. I was helping to relocate the children. See thatlittle one I'm holding? His name was N'a-kee-tula, whichmeans sweetheart. He was so full of life. All those kidswere. They were never able to adapt... to live off theirnative planet.

ANAKIN picks up another hologram. It shows PADMÉ at age tenor eleven. She is wearing official robes and standingbetween two robed legislators. Her expression is severe.

PADMÉ: My first day as an Apprentice Legislator. Notice thedifference?

PADMÉ pulls a face. ANAKIN grins. She continues packing.ANAKIN sets the two holograms down side by side - thebeaming little girl, and the stern, unsmiling adolescent.

EXTERIOR: SPACE

The view is just like the star map hologram, plus, thestorm-shrouded planet of Kamino is exactly where it oughtto be. Obi-Wan's Starship disengages from the hyperspacetransport ring and flies OVER CAMERA and heads down towardthe planet.

OBI-WAN: There it is, Arfour, right where it should be. Ourmissing planet, Kamino. Those files were altered.

The Starfighter lands. OBI-WAN gets out and makes his waythrough the howling wind toward a tower on the far side ofthe platform. A door slides open. A shaft of brilliantlight pierces the swirling rain. OBI-WAN passes through itand goes inside.

A water speeder driven by PADDY ACCU, the retreatcaretaker, docks at the island landing platform. ANAKIN andPADMÉ disembark the water speeder at the base of a lodgerising on the beautiful island in the middle of the lake.

EXTERIOR: NABOO LAKE RETREAT, LODGE, GARDEN TERRACE - LATEAFTERNOON

ANAKIN and PADMÉ walk up the stairs from where the waterspeeder is parked onto a terrace overlooking a lovelygarden. Behind them, PADDY ACCU follows.

ANAKIN and PADMÉ stop at the balustrade. PADMÉ looks outacross the garden to the shimmering lake and the mountainsrising beyond. ANAKIN looks at her.

PADMÉ: When I was in Level Three, we used to come here forschool retreat. See that island? We used to swim thereevery day. I love the water.

ANAKIN: I do too. I guess it comes from growing up on adesert planet.

PADMÉ becomes aware that ANAKIN is looking at her.

PADMÉ: ...We used to lie on the sand and let the sun dryus... and try to guess the names of the birds singing.

ANAKIN: I don't like sand. It's coarse and rough andirritating, and it gets everywhere. Not like here. Hereeverything's soft... and smooth...

He touches her arm. PADMÉ has become receptive to the wayhe looks at her but is nervous.

PADMÉ: There was a very old man who lived on the island. Heused to make glass out of sand - and vases and necklacesout of the glass. They were magical.

ANAKIN: (looks into her eyes) Everything here is magical.

PADMÉ: You could look into the glass and see the water. Theway it ripples and moves. It looked so real... but itwasn't.

ANAKIN: Sometimes, when you believe something to be real,it becomes real.

They look into each other's eyes.

PADMÉ: I used to think if you looked too deeply into glass,you would lose yourself.

ANAKIN: I think it's true...

ANAKIN kisses PADMÉ. She doesn't resist. She comes to hersenses and pulls away.

PADMÉ: No, I shouldn't have done that.

ANAKIN: I'm sorry. When I'm around you, my mind is nolonger my own.

He looks at her.

EXTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

OBI-WAN, LAMA SU and TAUN WE come out onto a balcony. Belowis a huge parade ground. The rain and wind are brutal.THOUSANDS OF CLONE TROOPERS, faces covered by helmets, aremarching and drilling in formations of several hundred.

LAMA SU: (beaming) Magnificent, aren't they?

OBI-WAN nods slowly.

INTERIOR: TIPOCA CITY, PARADE GROUND (RAINSTORM) - DAY

OBI-WAN, LAMA SU, and TAUN WE come out onto a balcony. Below is a huge parade ground. The rain and wind are brutal. THOUSANDS OF CLONE TROOPERS, faces covered by helmets, are marching and drilling in formations of several hundred.

OBI-WAN: Very impressive.

LAMA SU: I hoped you would be pleased. Clones can thinkcreatively. You'll find that they are immensely superior to droids.

OBI-WAN gazes at the nearest embryos.

INTERIOR: TIPOCA CITY, CLONE CENTER, CLASSROOM - DAY

The tour continues through a classroom filled withIDENTICAL YOUNG BOY CLONES.

LAMA SU: We take great pride in our combat education andtraining programs. This group was created about five yearsago.

OBI-WAN: You mentioned growth acceleration...

LAMA SU: Oh yes, it's essential. Otherwise, a mature clonewould take a lifetime to grow. Now, we can do it in halfthe time. Those items you saw on the parade ground werestarted ten years ago, when Sifo-Dyas first placed theorder, and they're already mature.

INTERIOR: TIPOCA CITY, CLONE CENTER, COMMISSARY - DAY

LAMA SU conducts OBI-WAN through a large eating area. TAUNWE follows as they walk by HUNDREDS OF CLONES who lookexactly alike, all about twenty years old, dressed inblack. They are seated at tables, eating.

LAMA SU: You'll find they are totally obedient, taking anyorder without question. We modified their genetic structureto make them less independent than the original host.

OBI-WAN: Who was the original host?

LAMA SU: A bounty hunter called Jango Fett. We felt a Jediwould be the perfect choice, but Sifo-Dyas hand-pickedJango Fett himself.

OBI-WAN: Where is this bounty hunter now?

LAMA SU: Oh, we keep him here.

INTERIOR: TIPOCA CITY, CLONE CENTER, BARRACKS - DAY

The tour continues through a long corridor filled withnarrow, transparent tubes into which CLONES are climbing.Once in the tube, the CLONE goes to sleep.

LAMA SU: Apart from his pay, which is considerable, Fettdemanded only one thing - an unaltered clone for himself.Curious, isn't it?

OBI-WAN: Unaltered?

LAMA SU: Pure genetic replication. No tampering with thestructure to make it more docile... and no growthacceleration.

OBI-WAN: I would very much like to meet this Jango Fett.

TAUN WE: I would be most happy to arrange it, for you.

TAUN WE bows, and leaves.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTERNOON

PADMÉ and ANAKIN are in the middle of an idyllic hillymeadow, its lush grasses sprinkled with flowers. At adistance, a herd of SHAAKS graze contentedly.

Beyond is the shimmering expanse of the lake. Several otherlakes stretch to the horizon. The warm air is full oflittle floating puffballs. They sit on the grass, in aplayful, coy mood, talking. PADMÉ is picking flowers.

PADMÉ: I don't know...

ANAKIN: Sure you do... you just don't want to tell me.

PADMÉ: Are you going to use one of your Jedi mind tricks onme?

ANAKIN: They only work on the weak-minded. You are anythingbut weak-minded.

PADMÉ: All right... I was twelve. His name was Palo. Wewere both in the Legislative Youth Program. He was a fewyears older then I... very cute... dark curly hair...dreamy eyes.

ANAKIN: All right, I get the picture... whatever happenedto him?

PADMÉ: I went into public service. He went on to become anartist.

ANAKIN: Maybe he was the smart one.

PADMÉ: You really don't like politicians, do you?

ANAKIN: I like two or three, but I'm not really sure aboutone of them. (smiling) I don't think the system works.

PADMÉ: How would you have it work?

ANAKIN: We need a system where the politicians sit down anddiscuss the problem, agree what's in the best interests ofall the people, and then do it.

PADMÉ: That is exactly what we do. The trouble is thatpeople don't always agree. In fact, they hardly ever do.

ANAKIN: Then they should be made to.

PADMÉ: By whom? Who's going to make them?

ANAKIN: I don't know. Someone.

PADMÉ: You?

ANAKIN: Of course not me.

PADMÉ: But someone.

ANAKIN: Someone wise.

PADMÉ: That sounds an awful lot like a dictatorship to me.

A mischievous little grin creeps across his face.

ANAKIN: Well, if it works...

PADMÉ stares at ANAKIN. He looks back at her, straightfaced, but can't hold back a smile.

PADMÉ picks up a piece of fruit and throws it at him. Hecatches it. PADMÉ throws two more pieces of fruit, andANAKIN catches them.

ANAKIN: You're always so serious.

PADMÉ: I'm so serious?!

ANAKIN then starts to juggle the fruit. PADMÉ laughs andthrows more fruit at him. He manages to juggle them toountil there are too many, and he loses control and ducks,letting food fall on his head. They both laugh.

ANAKIN stands in front of a SHAAK, yelling at it and wavinghis arms. PADMÉ starts laughing as ANAKIN runs in circles,chased by the SHAAK.

EXTERIOR: NABOO, MOUNTAIN MEADOW - LATE AFTEROON

The SHAAK crosses in front of PADMÉ, with ANAKIN riding it,facing the SHAAK'S tail. ANAKIN attempts to stand on thegalloping SHAAK'S back, but the SHAAK bucks, and ANAKINloses his balance and falls off. PADMÉ laughs even harder.ANAKIN lies still. Concerned, PADMÉ jumps up and runs towhere ANAKIN is face down in the grass.

PADMÉ: Annie, Annie! Are you all right?

She turns him over. He is pulling a stupid face at her andlaughing. She yelps in mock fury and takes a swing at him.He catches her arm. She struggles. They roll over in thegrass, embracing, and looking into each other's eyes.Suddenly, they become aware of the contact between them.They let go of each other quickly and sit up, looking away.

ANAKIN stands up and holds out his hand to her. She takesit. He pulls her up. And now they are easy together, notself-conscious any more. PADMÉ scrambles up onto the SHAAKbehind ANAKIN. She puts her arms around his waist and leansagainst his back. ANAKIN digs his heels in. The SHAAKstarts forward, and they ride away.

EXTERIOR: TIPOCA CITY (RAINSTORM) - DAY

Rain lashes the city. Below, mighty waves pound the stilts,breaking almost to the height of the platforms. A largeAVIAN carrying a RAIN-SOAKED RIDER flies above the watertoward a floating city.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

TAUN WE and OBI-WAN stand in front of the door of JangoFett's apartment. TAUN WE waves his hand, and a muted bellRINGS.

As they wait, OBI-WAN notes the door lock entry mechanism.Then the door opens, and a ten-year-old boy, BOBA FETT,looks at them. He is identical to the boys in theclassroom.

JANGO FETT comes in from the bedroom. He wears a jumpsuit.He is unshaven and mean looking, his face pitted with scarsof old wounds. There are a couple of weird tattoos on hismuscular forearms. He eyes OBI-WAN with suspicion.

TAUN WE: Jango, welcome back. Was your trip productive?

JANGO FETT: Fairly.

OBI-WAN and JANGO FETT size each other up. BOBA FETTstudies both of them.

NANDI places dessert in front of PADMÉ. TECKLA does thesame for ANAKIN. The dessert is some kind of fruit.

ANAKIN: And when I got to them, we went into... aggressive negotiations. (to Teckla) Thank you.

PADMÉ: "Aggressive negotiations," what's that?

ANAKIN: Uh, well, negotiations with a lightsaber.

PADMÉ: (laughing) Oh.

PADMÉ picks up her fork and goes to spear a piece, but itmoves! She frowns and tries again - the fruit moves. Shelooks up at ANAKIN. His eyes are on his plate.

PADMÉ: You did that?

ANAKIN looks up - wide-eyed innocence.

ANAKIN: What?

PADMÉ scowls at him. PADMÉ jabs at the fruit - ANAKINsubtly moves his hand and it lifts up from the plate andhovers in front of her.

PADMÉ: That! Now stop it!

PADMÉ laughs. ANAKIN laughs. She reaches out for the fruit- it loops.

PADMÉ: Anakin!!

ANAKIN moves his fingers. The fruit flies into his hand.

ANAKIN: If Master Obi-Wan caught me doing this, he'd bevery grumpy.

ANAKIN is pleased. He cuts the fruit into several piecesand sends one back to PADMÉ. She bites it out of the airand laughs.

INTERIOR: NABOO LAKE RETREAT, LODGE, FIREPLACE ALCOVE -TWILIGHT

A fire blazes in the open hearth. PADMÉ and ANAKIN aresitting in front of it, gazing into the flames. She looksup as ANAKIN leans in to kiss her.

PADMÉ: Anakin, no.

ANAKIN: From the moment I met you, all those years ago, aday hasn't gone by when I haven't thought of you. And nowthat I'm with you again, I'm in agony. The closer I get toyou, the worse it gets. The thought of not being with youmakes my stomach turn over - my mouth goes dry. I feeldizzy. I can't breathe. I'm haunted by the kiss you shouldnever have given me. My heart is beating, hoping that kisswill not become a scar. You are in my very soul, tormentingme. What can I do? I will do anything you ask...

Silence. The logs flame in the hearth. PADMÉ meets his eye,then looks away.

ANAKIN: If you are suffering as much as I am, tell me.

PADMÉ: ...I can't. We can't. It's just not possible.

ANAKIN: Anything's possible. Padmé, please listen...

PADMÉ: You listen. We live in a real world. Come back toit. You're studying to become a Jedi Knight. I'm a Senator.If you follow your thoughts through to conclusion, theywill take us to a place we cannot go... regardless of theway we feel about each other.

ANAKIN: Then you do feel something!

PADMÉ: Jedi aren't allowed to marry. You'd be expelled fromthe Order. I will not let you give up your future for me.

ANAKIN: You're asking me to be rational. That is somethingI know I cannot do. Believe me, I wish I could wish myfeelings away... but I can't.

PADMÉ: I am not going to give in to this. I have moreimportant things to do than fall in love.

There is silence as they stare at the fire. ANAKIN isthinking.

ANAKIN: It wouldn't have to be that way... we could keep ita secret.

PADMÉ: Then we'd be living a lie - one we couldn't keep upeven if we wanted to. Mt sister saw it. So did my mother. Icouldn't do that. Could you, Anakin? Could you live likethat?

Silence for a moment.

ANAKIN: No. You're right. It would destroy us.

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

OBI-WAN stands with TAUN WE just inside the open door.

LAMA SU: Tell your Council the first battalions are ready.And remind them that if they need more troops, we will needtime to grow them.

OBI-WAN: I won't forget. And thank you.

TAUN WE: Thank you.

EXTERIOR: TIPOCA CITY, KAMINO LANDING PLATFORM (RAINSTORM)- LATE DAY

OBI-WAN comes out from the tower into the driving ran. Thedoor closes behind him. He pulls his robe around him andstands braced against the gale. OBI-WAN glances back towardthe closed door, confirming that LAMA SU has left.

Below, a huge wave crashes against the stilts. Spray flieshigh and whips across the platform to where OBI-WAN isstanding. He walks over to his Starfighter, looks to see ifanyone is watching, then addresses ARFOUR.

OBI-WAN: Arfour.

EXTERIOR: TIPOCA CITY LANDING PLATFORM, JEDI FIGHTER(RAINSTORM) - LATE DAY

The R4-P17, OBI-WAN'S Astro-Droid, who is still sitting ontop of OBI-WAN'S Starfighter, switches on and BEEPS.

ARFOUR BEEPS and WHISTLES. The panels light up inside thecockpit. A transmitter disc emerges from the top of theStarfighter and the message is transmitted.

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

YODA sits with MACE WINDU. between the two Jedi, a hologramof OBI-WAN speaks.

OBI-WAN: (V.O.) I have successfully made contact with thePrime Minister of Kamino. They are using a bounty hunternamed Jango Fett to create a clone army. I have a strongfeeling that this bounty hunter is the assassin we'relooking for.

MACE WINDU: Do you think these cloners are involved in theplot to assassinate Senator Amidala?

OBI-WAN: (V.O.) No, Master. There appears to be no motive.

YODA: Do not assume anything, Obi-Wan. Clear, your mindmust be if you are to discover the real villains behind theplot.

OBI-WAN: (V.O.) Yes, Master. They say a Master Sifo-Dyasplaced the order for a clone army at the request of theSenate almost ten years ago. I was under the impression hewas killed before that. Did the Council ever authorize thecreation of a clone army?

MACE WINDU: No. Whoever placed that order did not have theauthorization of the Jedi Council.

YODA: Into custody, take this Jango Fett. Bring him here.Question him, we will.

OBI-WAN: (V.O.) Yes, Master. I will report back when I havehim.

The hologram of OBI-WAN fades.

YODA: Blind we are, if creation of this clone army we couldnot see.

MACE WINDU: I think it is time to inform the Senate thatour ability to use the Force has diminished.

YODA: Only the Dark Lords of the Sith know of our weakness.If informed the Senate is, multiply our adversaries will.

INTERIOR: NABOO LAKE RETREAT, ANAKIN'S BEDROOM - NIGHT

ANAKIN moves restlessly in his sleep. He mutters tohimself. Sweat forms on his forehead. He turns violently.He cries out.

ANAKIN is on the balcony overlooking the gardens. After amoment, PAMDÉ comes onto the balcony behind him. She seeshe is meditating and turns to go.

ANAKIN: (eyes closed) Don't go.

PAMDÉ: I don't want to disturb you.

ANAKIN: Your presence is soothing.

Brief pause.

PADMÉ: You had a nightmare again last night.

ANAKIN: Jedi don't have nightmares.

PADMÉ: I heard you.

ANAKIN opens his eyes and looks at her.

ANAKIN: I saw my mother. I saw her as clearly as I see younow. She is suffering, Padmé. They're killing her! She isin pain... I know I'm disobeying my mandate to protect you,Senator. I know I will be punished and possibly thrown outof the Jedi Order, but I have to go. I have to help her!I'm sorry, Padmé. I don't have a choice.

PADMÉ: I'll go with you. That way you can continue toprotect me, and you won't be disobeying your mandate.

ANAKIN: What about Master Obi-wan?

PADMÉ smiles and takes his hand.

PADMÉ: I guess we won't tell him, will we?

INTERIOR: TIPOCA CITY, CORRIDOR - DAY

OBI-WAN enters cautiously from outside. Ahead, the corridoris deserted. He moves down it.

INTERIOR: TIPOCA CITY, CORRIDOR OUTSIDE FETT APARTMENT -DAY

OBI-WAN arrives at the door to JANGO FETT'S apartment. Hereaches up and runs his fingers along the door, locatingthe locks. The door slides open.

INTERIOR: TIPOCA CITY, FETT APARTMENT - DAY

OBI-WAN walks in to find the room in complete disorder. Thebedroom door is wide open - clear signs of hurrieddeparture. All of the FETTS' personal belongings are gone.

OBI-WAN goes to an ultra-thin computer screen. He punchesup AN ONSCREEN PICTURE of JANGO FETT and BOBA FETTunhitching the lines securing their ship on the landingplatform. JANGO FETT is wearing his armor and rocket pack.

JANGO FETT turns to see OBI-WAN charging out of the towertoward him. As he runs, OBI-WAN draws his lightsaber fromhis belt. It flashes on.

JANGO FETT draws his gun and fires at the charging JEDI.OBI-WAN deflects the blast and swings at JANGO FETT.

JANGO FETT: Boba, get on board.

The bounty hunter rockets up and over OBI-WAN, landing onthe top of a nearby tower. JANGO FETT fires down at OBIWAN. The JEDI deflects the shots back, but JANGO FETTevades them. Then he fires an explosive sending OBI-WANdiving out of the way.

IN THE COCKPIT of JANGO FETT'S ship, BOBA FETT grabs thecontrols of a laser gun and swings it to aim at OBI-WAN,and fires.

The explosion of the ship's laser blasts throws OBI-WAN tothe ground. His lightsaber skids across the wet surface ofthe landing platform. JANGO FETT drops from the towerlanding in front of OBI-WAN. OBI-WAN rises and chargestoward JANGO.

IN THE COCKPIT, BOBA FETT watches as:

OUTSIDE, OBI-WAN and JANGO FETT grapple and fight,punching, kicking, grabbing hold, and throwing each otheraround. OBI-WAN grabs JANGO FETT tightly, and JANGO FETTrockets up into the air and kicks OBI-WAN loose. OBI-WANcrashes to the deck and slides toward the edge. He grapplesdesperately for a handhold on the slick surface. OBI-WANreaches out for his lightsaber, using the Force to bring itto him, but JANGO fires a thin wire from his wristpack. Itwraps around OBI-WAN'S wrists before he can retrieve thelightsaber.

JANGO rockets into the air, dragging OBI-WAN behind himalong the platform surface. As OBI-WAN slides toward somecolumns he manages to maneuver himself into a roll avoidinga collision by leveraging the wire against the structureand pulling himself to his feet. OBI-WAN pulls with all hisweight against the momentum of the wire, causing JANGO todrop and crash into the ground. JANGO'S rocketpack breaksfree from his back and explodes.

Still connected by the wire, OBI-WAN charges at JANGOkicking him over the platform edge. JANGO slides pullingOBI-WAN with him. Locked together, OBI-WAN and JANGO FETTplummet down toward the raging ocean. At the last moment,JANGO FETT sees the edge and digs his forearm claws intothe surface. OBI-WAN slides past him as JANGO finallyejects the wire free from his wrist. OBI-WAN cannot stopthe speed of his slide and shoots off the edge, falling...

OBI-WAN uses the Force and causes the wire to wrap around apole, stopping his descent. He swings and drops onto aSMALL SERVICE PLATFORM just above the waves. He haulshimself to his feet. When JANGO looks down, the Jedi hasdisappeared. JANGO uses his forearm claws to climb back tothe landing platform and runs toward his ship.

IN THE COCKPIT, BOBA FETT settles into the pilot's seat. Hepunches buttons. The engines ROAR.

OBI-WAN comes running out onto the landing platform andspots his lightsaber laying on the ground. This time, heretrieves it successfully and turns it on just as JANGO'Sship engines roar. Realizing the ship is about to take off,OBI-WAN takes a small tracking device from his belt andthrows in onto the hull of the ship.

JANGO FETT'S ship lifts off from the platform and heads upinto the lowering sky. It disappears. Lightning flashes.Rain lashes the tower and streams across the surface of theplatform where OBI-WAN stands, watching.

EXTERIOR: SPACE

The Naboo Starship heads toward the desert planet ofTatooine.

EXTERIOR: TATOOINE, MOS ESPA STREETS AND WATTO'S SHIP - DAY

The Naboo Starship lands in a large parking lot ofSpaceships on the outskirts of Mos Espa. ANAKIN and PADMÉride a rickshaw through the streets. ANAKIN stares atsights he hasn't seen for years. Finally, they come toWatto's shop, and the rickshaw stops.

ANAKIN: (to the droid driver) Wait, please.

ANAKIN and PADMÉ get down. Sitting on a stool in front ofthe shop is WATTO. He is using a small electronicscrewdriver on a fiddly DROID. THREE PIT DROIDS arechattering away and are trying to help him, but they seemonly to make him madder.

WATTO: (yelling, in Huttese) No, not that one - that one![No chuba da wanga, da wanga.]

ANAKIN: (arriving) Excuse me, Watto. [Chut, chut, Watto.]

WATTO: (in Huttese) What? [Ke Booda?]

ANAKIN: (in Huttese) I said excuse me. [Di nova, 'Chut,chut.']

WATTO turns to the chattering PIT DROIDS.

WATTO: (in Huttese) Shut down. [Go ana bopa!]

The PIT DROIDS snap into their storage position.

ANAKIN: Let me help you with that. [Ding mi chasa hopa.]

ANAKIN takes the fiddly piece of equipment and starts toplay with it. WATTO blinks in surprise.

WATTO: (continuing, in Huttese) What? I don't know you...What can I do for you? You look like a Jedi. Whatever itis... I didn't do it. [Ke booda? Yo baan pee hota. No wegami condorta. Kin chasa du Jedi. No bata tu tu.]

WATTO drops the screwdriver and curses loudly in Huttese

ANAKIN: I'm looking for Shmi Skywalker. [Mi boska di ShmiSkywalker.]

WATTO looks at him suspiciously. He stares at PADMÉ, thenback to ANAKIN.

WATTO: Annie?? Little Annie?? Naaah!!

Suddenly, the fiddly piece of equipment in Anakin's handsWHIRS into life. WATTO blinks at it.

WATTO: (continuing; in English) You are Annie! It is you!Ya sure sprouted! Weehoo! A Jedi! Waddya know? Hey, maybeyou couldda help wit some deadbeats who owe me a lot ofmoney...

ANAKIN: My mother...

WATTO: Oh, yeah. Shmi... she's not mine no more. I soldher.

ANAKIN: Sold her...

WATTO: Years ago. Sorry, Annie, but you know, business isbusiness. Sold her to a moisture farmer named Lars. Least Ithink it was Lars. Believe it or not, I heard he freed herand married her. Can ya beat that?

ANAKIN: Do you know where they are?

WATTO: Long way from here... someplace over on the otherside of Mos Eisley, I think...

ANAKIN: I'd like to know.

ANAKIN'S grim look means business; WATTO gets the hintquickly.

WATTO: Yeah... sure... absolutely. Let's go look in myrecords.

ANAKIN and WATTO go into the shop.

EXTERIOR: SPACE, GEONOSIS

The red planet of Geonosis is circled by a large asteroidfield that forms rings. JANGO FETT'S ship appears, headingtoward it. OBI-WAN'S Starfighter, attached to thehyperspace transport ring, appears in space. TheStarfighter disengages from the ring and follows JANGOFETT'S ship.

BOBA FETT checks the scan screen and reveals a smalltracking device on the outer hull.

JANGO FETT: He must have put a homing device on our hullduring the fight... We'll fix it! Hang on, son! We'll moveinto the asteroid field. He won't be able to follow usthere. If he does, we'll leave him a couple of surprises.

He pushes some buttons and the spot where the device wasdisappears. JANGO FETT guides his ship into the asteroidfield. OBI-WAN stops his ship.

IN OBI-WAN'S COCKPIT, his skill is pushed to the limit ashe throws the ship from side to side, avoiding great rocksand the torpedo. Then a huge asteroid tumbles across hispath. There seems no way he can avoid it.

A huge chunk of rock tumbles slowly through the asteroidbelt. CAMERA CLOSES, to discover OBI-WAN'S Starship hiddenin a blasted-out area on the pitted back side of the greatrock.

INTERIOR: COCKPIT, JEDI FIGHTER, SPACE, GEONOSIS RINGS

OBI-WAN'S ship is sitting on an asteroid.

OBI-WAN: Well, Arfour, I think we've waited long enough...Follow his last known trajectory.

OBI-WAN'S fighter moves out from the back side of theasteroid and heads away from the asteroid field, descendingtoward Geonosis. OBI-WAN looks out toward Geonosis and seesin the distance a large fleet of Trade Federation shipshidden among the asteroids.

OBI-WAN'S ship skims across the top of a small mesa alongthe edge of a rocky ridge. He maneuvers under a rockoverhang and lands. He gets out of the Fighter and walksonto the mesa. The wind whips at him. He looks around.

Geonosis is a red rock planet, featureless apart frombuttes and mesas, and occasional tall stalagmites thatstand out dramatically on the arid plains.

The night is quiet, except for an occasional WEIRD CRY.OBI-WAN checks his bearings, then heads away.

EXTERIOR: TATOOINE, BLUFF OVERLOOKING HOMESTEAD - LATE DAY

The Naboo Starship descends, hovers, and land on a bluff.ANAKIN and PADMÉ get out. They look down from the edge ofthe bluff to where the homestead is seen on the desertfloor below.

PADMÉ: Stay with the ship, Artoo.

ARTOO WHISTLES as ANAKIN and PADMÉ start down the trailtoward the homestead.

EXTERIOR: TATOOINE, DESERT, HOMESTEAD MOISTURE FARM - LATEDAY

C-3PO is working outside the homestead. He looks up asANAKIN and PADMÉ arrive.

C-3PO: Oh, hello. How might I be of service? A am See...

ANAKIN: Threepio?

C-3PO: Oh, my... Oh, my maker! Master Anakin! I knew youwould return, I knew you would! And this must be MissPadmé.

PADMÉ: Hello, Threepio.

C-3PO: Oh, my circuits! I'm so pleased to see you both!

ANAKIN: I've come to see my mother.

C-3PO: I think... I think... Perhaps we'd better goindoors.

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD - LATE DAY

ANAKIN, PADMÉ and THREEPIO arrive in the courtyard.THREEPIO shuffles ahead.

BERU puts several steaming cups of ardees on a tray andexits the kitchen...

CLIEGG: (O.S.) It was just before dawn. They came out ofnowhere. A hunting party of Tusken Raiders.

INTERIOR: TATOOINE, HOMESTEAD, DINING AREA - LATE DAY

CLIEGG, OWEN, PADMÉ and ANAKIN sit around the table, BERUbrings the drinks in from the kitchen.

CLIEGG: Your mother had gone out early, like she alwaysdid, to pick mushrooms that grow on the vaporators. Fromthe tracks, she was about halfway home when they took her.Those Tuskens walk like men, but they're vicious, mindlessmonsters. Thirty of us went out after her. Four of us cameback. I'd be with them, only... after I lost my leg I justcouldn't ride any more... until I heal.

CLIEGG grimaces, easing his throbbing leg.

CLIEGG: This isn't the way I wanted to meet you, son. Thisisn't how your mother and I planned it. I don't want togive up on her, but she's been gone a month. There's littlehope she's lasted this long.

Silence. Then ANAKIN stands up.

OWEN: Where are you going?

ANAKIN: To find my mother.

PADMÉ: No, Annie!

CLIEGG: Your mother's dead, son. Accept it.

ANAKIN: I can feel her pain, and I will find her.

OWEN: Take my speeder bike.

ANAKIN: I know she's alive.

ANAKIN turns abruptly.

EXTERIOR: TATOOINE, HOMESTEAD, MOISTURE FARM - LATE DAY

ANAKIN stands looking across the desert. PADMÉ comesrunning out of the homestead after him. ANAKIN turns toPADMÉ.

ANAKIN: You are going to have to stay here. These are goodpeople, Padmé. You'll be safe.

ANAKIN stands in the middle of a crowd of JAWAS. He asksthem for directions. The JAWAS confer excitedly, then theCHIEF JAWA points in a particular direction. ANAKIN gets onthe bike and speeds off to where the JAWA pointed.

EXTERIOR: TATOOINE, DUNE SEA, CAMPFIRE - TWILIGHT

ANAKIN rides over a large dune toward a small flickeringlight in the distance.

He rides up and stops the bike in front of a campfire.There are bodies of THREE DEAD FARMERS lying beside thecampfire. TWO EOPIES are tethered nearby, along with aburned and smoking speeder.

EXTERIOR: TATOOINE, DESERT, HOMESTEAD (FULL MOON) - NIGHT

The lights of the vaporators blink in the night sky.Somewhere close by, a night animal HOWLS.

EXTERIOR: TATOOINE, HOMESTEAD, COURTYARD (FULL MOON) -NIGHT

PADMÉ is pacing the courtyard restlessly. She stops,listening to the animal HOWLING nearby. She shiversslightly, then turns and goes into the garage at the sideof the courtyard.

INTERIOR: TATOOINE, HOMESTEAD - GARAGE (FULL MOON) - NIGHT

PADMÉ enters the garage where C-3PO sits working.

C-3PO: Hello, Miss Padmé.

PADMÉ: Hello, Threepio.

C-3PO: You can't sleep?

PADMÉ: No, I have too many things on my mind, I guess.

C-3PO: Are you worried about your work in the Senate?

PADMÉ: No, I'm just concerned about Anakin. I saidthings... I'm afraid I may have hurt him. I don't know.Maybe I only hurt myself. For the first time in my life,I'm confused.

C-3PO: I'm not sure it will make you feel any better MissPadmé, but I don't think there's been a time in my lifewhen I haven't been confused.

PADMÉ: I want him to know I care about him. I do care abouthim.

C-3PO: Don't worry about Master Annie. He can take care ofhimself. Even in this awful place.

He sets off again and works his way around a narrow corner,to confront a crouching MASSIFF (a dog-sized lizard) withslavering fangs! The beast leaps at him, and OBI-WANignites his lightsaber as the MASSIFF knocks him on hisback. Its jaws open wide. OBI-WAN stabs the creature,throws it off of him, and jumps up.

A SECOND MASSIFF jumps from behind. OBI-WAN swings aroundand cuts it in half. The MASSIFF flies over the cliff,HOWLING. It plummets to its death hundreds of feet below.

EXTERIOR: GEONOSIS, ROCK FACE TRAIL - NIGHT

OBI-WAN arrives at the head of the trail. Far below, a flatplain stretches into the distance. He stops, peering intothe darkness, where strange shapes loom indistinctly.

OBI-WAN takes a pair of electronic binoculars from his beltand puts them to his eyes. He sees a cluster of greattowers like fantastic stalagmites rise from the plainbelow.

SLOW PAN with the binoculars, and suddenly a line of BattleStarships come into view. OBI-WAN touches the viewfinder.Between fifty and a hundred Federation Starships are inneat rows. Some are on platforms that are carrying theStarships down to an underground facility. Other platformsare rising to the surface. They carry THOUSANDS of BATTLEDROIDS that step off and file into waiting ships. A fullyloaded Starship takes off. OBI-WAN swings the binocularsupward, to see more Trade Federation Starships.

EXTERIOR: GEONOSIS, TOWER ENTRANCE - DAWN

Light grows on the clustering tower of fantasticstalagmites. OBI-WAN sneaks up to the main one. He climbsup the side of the tower to a small window-like opening.OBI-WAN looks around quickly, then sneaks inside.

INTERIOR: GEONOSIS, CORRIDORS - MORNING

OBI-WAN makes his way along a narrow, pillared corridor. Hecomes to what looks like a large open well or vent shaft.He looks down and sees a huge underground facility below.In one area, machines are constructing BATTLE DROIDS. Inanother area, completed DROIDS are moving along a conveyorbelt. GEONOSIS WORKERS, with no wings, drone away at theassembly line.

He darts behind a pillar as POGGLE THE LESSER (Archduke ofGeonosis), his aide, SUN FAC, COUNT DOOKU and NUTE GUNRAYapproach, closely followed by PASSEL ARGENTE and WATTAMBOR. COUNT DOOKU is tall, elderly, and saturnine, withbeautiful manners. OBI-WAN flattens himself against thepillar as they pass by.

COUNT DOOKU: Now, we must persuade the Commerce Guild andthe Corporate Alliance to sign the treaty.

NUTE GUNRAY: What about the Senator from Naboo? Is she deadyet? I'm not signing your treaty until I have her head onmy desk.

COUNT DOOKU: I am a man of my word, Viceroy.

POGGLE: With these new Battle Droids we've built for you,Viceroy, you'll have the finest army in the galaxy.

They move out of earshot. OBI-WAN peers around the pillarto see them going through an archway on the far side of thecourtyard. There is a flight of stairs beside it.

OBI-WAN arrives at the stairs. He sneaks up them, to arriveat a narrow gothic archway. He looks down through it.

INTERIOR: GEONOSIS, CONFERENCE ROOM - DAY

POGGLE THE LESSER and his TWO AIDES are at one end of alarge round conference table.

COUNT DOOKU: Now is the time, my friends. This is themoment when you have to decide between the Republic or theConfederacy of Independent Systems.

COUNT DOOKU is at the head of the table. JANGO FETT standsbehind his chair.

In addition to the original group, there are also THREEOPPOSITION SENATORS: PO NUDO, TESSEK and TOONBUCK TOORA,and a COMMERCE GUILD DIGNITARY; SHU MAI and a MEMBER of theINTERGALACTIC BANK CLAN, SAN HILL.

COUNT DOOKU: As I explained to you earlier, I'm quiteconvinced that ten thousand more systems will rally to ourcause with your support, gentlemen. And let me remind youof our absolute commitment to capitalism... of the lowertaxes, the reduced tariffs, and the eventual abolition ofall trade barriers. Signing this treaty will bring youprofits beyond your wildest imagination. What we areproposing is completely free trade. (looks at Nute) Ourfriends in the Trade Federation have pledged their support.When their Battle Droids are combined with yours, we shallhave an army greater than anything in the galaxy, The Jediwill be overwhelmed. The Republic will agree to any demandsme make.

PASSEL ARGENTE, the Corporate Alliance Representative.

PASSEL ARGENTE: I am authorized by the Corporate Allianceto sign the treaty.

COUNT DOOKU: We are most grateful for your cooperation,Chairman.

SHU MAI, the Commerce Guild Representative.

SHU MAI: The Commerce Guilds do not at this time wish tobecome openly involved, But we shall support you in secret- and look forward to doing business with you.

There are chuckles around the table. COUNT DOOKU smiles.

COUNT DOOKU: That is all we ask.

SAN HILL, the banker.

SAN HILL: The Intergalactic Banking Clan will support youwholeheartedly, but only in a non-exclusive arrangement.

WAT TAMBOR, the Techno Union representative.

WAT TAMBOR: The Techno Unions are at your disposal, Count.

INTERIOR: GEONOSIS, STAIRS - DAY

OBI-WAN pulls back from the archway.

EXTERIOR: TATOOINE, CLIFF (FULL MOON) - NIGHT

ANAKIN pulls up near the edge of a cliff. He gets off thebike and creeps to the edge. He looks over to see a Tuskencamp in the oasis below. One of the huts at the edge of thecamp has TWO TUSKEN GUARDS outside it. ANAKIN drops off theedge of the cliff to the camp below.

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS (FULL MOON - NIGHT

ANAKIN creeps through the camp, working his way from hut tohut, flattening himself against the walls overhearingsnatches of Tusken conversation from inside, using theshadows to hide him until he arrives at the hut with theTWO GUARDS. They are sitting a short distance from thedoor. ANAKIN wriggles around the back. He takes out hislightsaber and cuts into the base of the wall.

INTERIOR: TUSKEN RAIDER HUT - NIGHT

The lightsaber completes the hole in the wall. ANAKINwriggles in. He pulls himself to his feet. There arecandles everywhere.

A shaft of moonlight from a hole in the roof pierces thegloom of the hut. By its light, ANAKIN sees SHMI hangingfrom a wooden frame in the middle of the hut.

He cuts her free, takes her into his arms, and lowers hergently to the ground. Her eyes are closed. Her face isbloodied. She has been terribly beaten. ANAKIN cradles hertenderly.

ANAKIN: Just stay with me, Mom. I'm going to make you wellagain. Everything's... going to be fine.

SHMI: I love...

SHMI dies. ANAKIN draws her to his breast. There is silencefor a moment. ANAKIN lifts his head, listening for amoment, then he sits on the floor of the Tusken hut,cradling his dead mother in his arms.

EXTERIOR: TATOOINE, TUSKEN RAIDER CAMP, OASIS - DAWN

The pale light grows. Thin tendrils of smoke rise slowly inthe cold, clear air. Somewhere a dog BARKS. An OLD WOMANcomes out of one of the huts. She carries a pail. Sheswirls it and tosses the dirty water onto the ground.

As she goes back inside the hut, a TUSKEN CHILD runs past,dragging a stick in the sand. The CHILD runs through theline of huts, turns a corner, and stops suddenly, staringat the TWO TUSKEN GUARDS. Between them, ANAKIN standsoutside the hut door. His face is a grim mask. The CHILDstares, then there is a FLASH OF LIGHT as Anakin'slightsaber switches on. He immediately kills the twoTUSKENS guarding the door of the hut, and makes his waytoward the others.

INTERIOR: JEDI TEMPLE, YODA'S QUARTERS - LATE AFTERNOON

YODA meditates and suddenly hears a familiar voice, as iffrom a great distance. It is the voice of QUI-GON JINN,filled with alarm.

OBI-WAN: Maybe we can contact Anakin on Naboo. It's muchcloser. Anakin, Anakin, do you copy? This is Obi-WanKenobi. Anakin? He's not on Naboo, Arfour. I'm going to tryand widen the search. I hope nothing's happened to him.

OBI-WAN sits in the Starfighter cockpit looking at adisplay. A GEONOSIAM spies OBI-WAN and his Starfighter froman overlooking cliff.

OBI-WAN: That's Anakin's tracking signal all right, butit's coming from Tatooine. What in the blazes is he doingthere? I told him to stay on Naboo.

OBI-WAN exits the cockpit and jumps down to the ground. Hespeaks to ARFOUR.

OBI-WAN: All right. We're all set. We haven't much time.Anakin? Anakin, do you copy? This is Obi-Wan Kenobi.

INTERIOR: COCKPIT, NABOO STARFIGHTER - DAY

In the ship, ARTOO BEEPS as he receives the message.

OBI-WAN: (V.O.) Record this message and take it to yourmistress, Padmé... and the Jedi Skywalker... "Anakin, mylong range transmitter has been knocked out. Retransmitthis message to Coruscant."

ANAKIN rides the speeder bike toward the homestead. SHMI'Sbody is tied to it. OWEN, followed by BERU and PADMÉ, comesout of the homestead to meet ANAKIN. THREEPIO follows.CLIEGG hobbles out of the homestead on his hovering chair.

ANAKIN arrives. They run to him as he steps away from thebike, carrying SHMI. He stops, face-to-face with CLIEGG.There is a brief pause. Then he carries SHMI into thehomestead.

INTERIOR: TATOOINE, MOISTURE FARM, KITCHEN - MORNING

PADMÉ prepares some food for ANAKIN. BERU helps her.

BERU: What's it like there?

PADMÉ: I'm sorry?

BERU: On Naboo... What's it like?

PADMÉ is completely preoccupied with her concern forANAKIN, but she does her best to reply.

PADMÉ: Oh - It's... very green. With lots of water. Andtrees. Not like here at all.

She takes out a tray and starts to put food on it.

BERU: I think I like it here better.

PADMÉ: Maybe you'll come and see it one day.

BERU: I don't think so. I don't like to travel.

They finish preparing the tray.

PADMÉ: (smiles) Thanks, Beru.

She goes out.

INTERIOR: TATOOINE, HOMESTEAD, GARAGE - DAY

PADMÉ comes in with a tray of food. ANAKIN is standing at aworkbench, repairing a part of the speeder bike.

PADMÉ: I brought you something. Are you hungry?

PADMÉ puts the tray down.

ANAKIN: The shifter broke. Life seems so much simpler whenyou're fixing things. I'm good at fixing things... alwayswas. But I couldn't... (stops working, tears in his eyes)Why did she have to die? Why couldn't I save her? I know Icould have!

PADMÉ: Sometimes there are things no one can fix. You'renot all-powerful, Annie.

ANAKIN turns and walks away from the bench.

ANAKIN: (angry) I should be! Someday I will be... I will bethe most powerful Jedi ever! I promise you, I will evenlearn to stop people from dying.

COUNT DOOKU: It's a great pity that our paths have nevercrossed before, Obi-Wan. Qui-Gon always spoke very highlyof you. I wish he were still alive. I could use his helpright now.

OBI-WAN: Qui-Gon Jinn would never join you.

COUNT DOOKU: Don't be so sure, my young Jedi. You forgetthat he was once my apprentice just as you were once his.He knew all about the corruption in the Senate, but hewould never have gone along with it if he had known thetruth as I have.

OBI-WAN: The truth?

COUNT DOOKU: The truth. What if I told you that theRepublic was now under the control of the Dark Lords of theSith?

OBI-WAN: No, that's not possible. The Jedi would be awareof it.

COUNT DOOKU: The dark side of the Force has clouded theirvision, my friend. Hundreds of Senators are now under theinfluence of a Sith Lord called Darth Sidious.

OBI-WAN: I don't believe you.

COUNT DOOKU: The Viceroy of the Trade Federation was oncein league with this Darth Sidious. But he was betrayed tenyears ago by the Dark Lord. He came to me for help. He toldme everything. The Jedi Council would not believe him. Itried many times to warn them but they wouldn't listen tome. Once they sensed the Dark Lord's presence, it wouldthen be too late. You must join me, Obi-Wan, and togetherwe will destroy the Sith.

OBI-WAN: I will never join you, Dooku.

COUNT DOOKU turns to leave.

COUNT DOOKU: It may be difficult to secure your release.

EXTERIOR: SPACE

The Naboo Starship heads toward the rings of Geonosis.

EXTERIOR: GEONOSIS - DAY

ANAKIN pilots the starship close to the ground, weavingaround towering rock formations.

PADMÉ: See those columns of steam straight ahead? They'reexhaust vents of some type.

ANAKIN: That'll do.

ANAKIN pilots the craft straight down into a column,flying through the steam, and landing at the bottom.

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

PADMÉ and ANAKIN prepare to leave the starship.

PADMÉ: Look, whatever happens out there, follow my lead.I'm not interested in getting into a war here. As a memberof the Senate, maybe I can find a diplomatic solution tothis mess.

ANAKIN: Don't worry. I've given up trying to argue withyou.

ARTOO WHISTLES a plaintive sigh.

C-3PO: My sad little friend. If they had needed our help,they would have asked for it. You have a lot to learn abouthumans.

INTERIOR: GEONOSIS, CORRIDORS - DAY

ANAKIN and PADMÉ enter the stalagmite city. They stop,looking around in wonder at the emptiness.

INTERIOR: COCKPIT, NABOO STARSHIP - DAY

ARTOO stands in front of THREEPIO, who is fussing about.

C-3PO: For a mechanic, you seem to do an excessive amountof thinking. I'm programmed to understand humans.

ARTOO beeps a question.

C-3PO: What does that mean? That means I'm in charge here!

ARTOO trundles out of the starship and down the landingramp. THREEPIO follows him out of the ship.

C-3PO: Wait! Where are you going? Don't you have any senseat all?

ARTOO makes a rude noise.

C-3PO: How rude! Please wait! Do you know where you'regoing?

ARTOO bleeps at THREEPIO.

INTERIOR: GEONOSIS, CORRIDORS - DAY

ANAKIN and PADMÉ start forward. As they pass, the surfaceof the pillars seems to pulse slowly and move. High above,WINGED CREATURES grow from the pillars and detachthemselves.

ANAKIN: Wait.

ANAKIN turns as one of the WINGED CREATURES attacks him.Lightsaber blazing, ANAKIN cuts down three creatures asPADMÉ exits through a far doorway. He reaches PADMÉ andthey both stand on the edge of a short walkway extendingover a deep crevasse. The door behind them closes,stranding the two. The walkway retracts and PADMÉ slips andthen jumps down onto a conveyor belt leading into the droidfactory.

ANAKIN: Padmé!

ANAKIN jumps down and slashes more WINGED CREATURES whileattempting to reach PADMÉ. PADMÉ makes her way acrossstamping machines and welders as ANAKIN follows, beatingback WINGED CREATURES.

ARTOO pushes THREEPIO off the small ledge and onto a flyingConveyor Droid. Flailing, THREEPIO falls from the droid andonto the conveyor belt below. ARTOO uses his rocket jets tofly up and into the factory.

C-3PO: Help!

ANAKIN continues to work his way toward PADMÉ, lightsaberflashing, WINGED CREATURES attacking from all directions.PADMÉ wrestles with one CREATURE and is thrown into a largeempty vat moving down the assembly line. Mechanized armscarry the vat to a position where molten metal will bepoured into it. PADMÉ struggles to find handholds forescape, but is unsuccessful. ARTOO flies toward PADMÉ.

SEE-THREEPIO is carried down the assembly line. He stands,only to find his head sliced from his body. His head landsin a line of Battle Droid heads and is welded to a BattleDroid body.

C-3PO: How ugly! Why would one build such unattractivedroids?

THREEPIO's headless body continues down the assembly line,sandwiched between Battle Droids. A Battle Droid head iswelded on THREEPIO's body.

C-3PO: I'm so confused.

Meanwhile, ANAKIN continues to battle CREATURES. He tripson the assembly line and his right arm becomes locked intoa molding device. ANAKIN comes close to the cuttingmachine.

As PADMÉ continues her struggle to escape the vat, ARTOOfinds the computer port controlling the vats and programsPADMÉ's to dump her onto a walkway. ANAKIN ignites hislightsaber in an attempt to free his arm. The cutterapproaches. He maneuvers his body away from the cutter, butit slams down and cuts his lightsaber in half.

PADMÉ is surrounded by WINGED CREATURES and taken prisoner.ANAKIN is surrounded by DROIDEKAS and from above. JANGOFETT drops down, blaster in hand.

PADMÉ: You are holding a Jedi Knight, Obi-Wan Kenobi. I amformally requesting you turn him over to me, now.

COUNT DOOKU: He has been convicted of espionage, Senator,and will be executed. In just a few hours, I believe.

COUNT DOOKU smiles.

PADMÉ: He is an officer of the Republic. You can't do that.

COUNT DOOKU: We don't recognize the Republic here, Senator.But if Naboo were to join our Alliance, I could easily hearyour plea for clemency.

PADMÉ: And if I don't join your rebellion, I assume thisJedi with me will also die?

COUNT DOOKU: I don't wish to make you to join our causeagainst your will, Senator, but you are a rational, honestrepresentative of your people and I assume you want to dowhat's in their best interest. Aren't they fed up with thecorruption, the bureaucrats, the hypocrisy of it all?Aren't you? Be honest, Senator.

PADMÉ: The ideals are still alive, Count, even if theinstitution is failing.

COUNT DOOKU: You believe in the same ideals we believe in!The same ideals we are striving to make prominent.

PADMÉ: If what you say is true, you should stay in theRepublic and help Chancellor Palpatine put things right.

COUNT DOOKU: The Chancellor means well, M'Lady, but he isincompetent. He has promised to cut the bureaucracy, butthe bureaucrats are stronger than ever, no? The Republiccannot be fixed, M'Lady. It is time to start over. Thedemocratic process in the Republic is a sham, no? A shellgame played on the voters. The time will come when thatcult of greed, called the Republic, will lose even thepretext of democracy and freedom.

PADMÉ: I cannot believe that. I know of your treaties withthe Trade Federation, the Commerce Guilds, and the others,Count. What is happening here is not government that hasbeen bought out by business... it's business becominggovernment! I will not forsake all I have honored andworked for and betray the Republic.

COUNT DOOKU: Then you will betray your Jedi friends?Without your cooperation I can do nothing to stop theirexecution.

PADMÉ: And what about me? Am I to be executed also?

DOOKU: I wouldn't think of such an offense. But, there areindividuals who have a strong interest in your demise,M'Lady. It has nothing to do with politics, I'm afraid.It's purely personal, and they have already paid great sumsto have you assassinated. I'm sure they will push hard tohave you included in the executions. I'm sorry but if youare not going to cooperate, I must turn you over to theGeonosians for justice. Without your cooperation, I've doneall I can for you.

JANGO FETT: Take them away.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR -EVENING

MACE WINDU walks down an upper corridor and meets YODA, whois sitting on a ledge overlooking the Senate chamber.

Inside the great rotunda, the UPROAR is even louder.Opposing SENATORS yell furiously at one another.

Amid the conflicting storm of CHEERS AND BOOS, JAR JAR,with TWO GUNGAN AIDES, floats on his pod to the middle ofthe vast space. He looks at PALPATINE nervously. PALPATINEnods. JAR JAR clears his throat.

JAR JAR: Senators, dellow felagates...

Laughter. Jeers. JAR JAR blushes.

MAS AMEDDA: Order! The Senate will accord theRepresentative the courtesy of a hearing!

Comparative quiet. JAR JAR grips the edge of the podium.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER - EVENING

JAR JAR stands in his pod as it floats in the middle of thevast space.

JAR JAR: In response to the direct threat to the Republicmesa propose that the Senate give immediately emergencypowers to the Supreme Chancellor.

Uproar. JAR JAR looks a little sheepish.

Brief silence, then a rolling wave of APPLAUSE. JAR JARbeams and bows.

PALPATINE rises.

PALPATINE: It is with great reluctance that I have agreedto this calling. I love democracy... I love the Republic.But I am mild by nature, and I do not desire to see thedestruction of democracy. The power you give me I will laydown when this crisis has abated, I promise you. And as myfirst act with this new authority, I will create a grandarmy of the Republic to counter the increasing threats ofthe separatists.

INTERIOR: CORUSCANT, MAIN SENATE CHAMBER, UPPER CORRIDOR -EVENING

MACE WINDU: It is done then. I will take what Jedi we have left and go to Geonosis and help Obi-Wan.

YODA: Visit I will the cloners on Kamino and see this army they have created for the Republic.

INTERIOR: GEONOSIS, HIGH AUDIENCE CHAMBER - DAY

ANAKIN and PADMÉ are standing in the center of what lookslike a courtroom. Seated before them in a tall, boxed-offarea is POGGLE THE LESSER, Archduke of Geonosis. He isaccompanied by his underling, SUN FAC. Off to one side theSeparatist Senators PO NUDU, TESSEK, and TOONBUCK TOORA.Next to them are the Commerce Dignitaries, SHU MAI, NUTEGUNRAY, PASSEL ARGENTE, WAT TAMBOR and SAN HILL of theIntergalactic Bank Clan. Along the wall about a HUNDREDGEONOSIANS wait for a verdict.

SUN FAC: You have been charged and found guilty ofEspionage.

POGGLE: Do you have anything to say before your sentence iscarried out?

PADMÉ: You are committing an act of war, Archduke. I hopeyou are prepared for the consequences.

NUTE GUNRAY: Get on with it. Carry out the sentence. I wantto see her suffer.

POGGLE: Your other Jedi friend is waiting for you, Senator.Take them to the arena!

FOUR GUARDS take hold of PADMÉ and ANAKIN. They areescorted out of the chamber to the sounds of chuckling.

INTERIOR: GEONOSIS, TUNNEL TO EXECUTION ARENA - DAY

In the gloomy tunnel, ANAKIN and PADMÉ are tossed into anopen cart. The murmur of a vast crowd is heard offscreen.GUARDS extend their arms along the framework and tie themso that they stand facing each other.

The DRIVER gets up onto his seat.

ANAKIN: Don't be afraid.

PADMÉ: I'm not afraid to die. I've been dying a little biteach day since you came back into my life.

ANAKIN: What are you talking about?

PADMÉ: I love you.

ANAKIN: You love me?! I thought we decided not to fall inlove. That we would be forced to live a lie. That it woulddestroy our lives...

PADMÉ: I think our lives are about to be destroyed anyway.My love for you is a puzzle, Annie, for which I have noanswers. I can't control it... and now I don't care. Itruly, deeply love you, and before we die I want you toknow.

PADMÉ leans toward ANAKIN. By straining hard, it is justpossible for their lips to meet. They kiss.

The DRIVER cracks his whip over the ORRAY harnessed betweenthe shafts. The cart jerks forward. Suddenly, there is aHUGE ROAR and blinding sunlight as they emerge into thearena.

INTERIOR: GEONOSIS, EXECUTION ARENA - DAY

The great stadium is packed with tier upon tier of yellingGEONOSIANS. The cart trundles to the center, where OBI-WANis chained to one of four upright posts that are three feetin diameter. The cart stops. PADMÉ and ANAKIN are takendown, dragged to posts, and chained to them. ANAKIN is inthe center. PADMÉ pulls a wire from her clothing and placesit in her mouth.

OBI-WAN: I was beginning to wonder if you had gotten mymessage.

ANAKIN: I retransmitted it as you requested, Master. Thenwe decided to come and rescue you.

OBI-WAN: Good job!

Their arms are pulled high above their heads, and the cartdrives away. There is another ROAR as POGGLE THE LESSER,COUNT DOOKU, NUTE GUNRAY, THE FETTS and DIGNITARIES arrivein the archducal box and take their places.

SUN FAC: The felons before you have been convicted ofespionage against the Sovereign System of Geonosis. Theirsentence of death is to be carried out in this public arenahenceforth.

The crowd ROARS and CHEERS. In the box, POGGLE THE LESSERrises. The crowd becomes quiet.

POGGLE: Let the executions begin!

The crowd goes wild.

From different gates around the arena, THREE MONSTERS aredriven in. One is a REEK (bull-like), one is a NEXU (lionlike), and one is an ACKLAY (a kind of dino-lobster). Theyare driven in by PICADORS carrying long spears and ridingORRAYS. The PICADORS poke the MONSTERS toward the center,then retire to the perimeter.

ANAKIN: I've got a bad feeling about this.

The MONSTERS toss their heads, looking around, ROARING orSCREECHING. Then they catch sight of the THREE CAPTIVES andstart moving toward them.

OBI-WAN: Take the one the right. I'll take the one on theleft.

ANAKIN: What about Padmé?

PADMÉ has used the wire she concealed to pick the lock onone of the hand restraints. She turns around and pullsherself up by the chain to the top of the post. Within amoment, she is standing on top of it, trying to pull thechain free.

OBI-WAN: She seems to be on top of things.

The REEK charges ANAKIN. He jumps up, and the beast hitsthe post hard. ANAKIN lands onto its back, wrapping part ofhis chain around its horn. The REEK backs off, shaking itshead angrily, which tears the chain from the post.

OBI-WAN ducks around the post as the ACKLAY charges. Itknocks the post flat, sending OBI-WAN sprawling. The ACKLAYcrunches the post between its claws, freeing the chain.OBI-WAN leaps up and runs towards ONE of the PICADORS. TheACKLAY takes off after him.

The NEXU arrives at PADMÉ's post and rears on its hindlegs. On top, PADMÉ struggles to tear the chain free. TheNEXU ROARS, displaying wicked, dripping fangs.

In the archducal box, NUTE GUNRAY beams and rubs his hands.

In the arena, OBI-WAN runs at the PICADOR. The ORRAY rearsup. OBI-WAN grabs the PICADOR'S long spear and pole vaultsover him. The chasing ACKLAY smashes into the ORRAY. Itgoes down. The PICADOR tumbles onto the sand, where he isgrabbed by the ACKLAY and crunched.

ANAKIN's REEK starts to buck. It charges around the arenawith ANAKIN hanging on for dear life. He whirls the freelength of chain around his head and casts it into theREEK's mouth. Its jaws clamp hard on the chain. ANAKINyanks hard on the chain, turning the REEK, beginning toride it.

The NEXU's claws dig deep into the post. The cat-likecreature reaches the top of the post and takes a swipe atPADMÉ. She turns and the claw barely catches her shirtripping it off, leaving superficial claw marks across herback. She hits the creature with her chain and it backs offdown the pole. Then, PADMÉ jumps off the post into the air.She swings around on the chain and whacks the beast hard onthe head with both her feet. It tumbles back onto the sand.PADMÉ climbs back up the pole, scrambling to the top.

In the archducal box, NUTE GUNRAY fumes.

NUTE GUNRAY: Foul!! She can't do that... shoot her orsomething!

In the arena, OBI-WAN runs out from behind the fallen ORRAYand throws the spear at the ACKLAY, hitting it in the neck.It lets out a terrible SCREECH and turns on him. The NEXUsprings up and makes to leap up at PADMÉ again. She finallymanages to work the chain loose. ANAKIN comes charging upon the REEK.

ANAKIN: You okay?

PADMÉ: (nods, gasping) Sure!

ANAKIN: Jump!!!

The NEXU springs. PADMÉ leaps from the top of the post toland on the REEK behind ANAKIN. The REEK charges away,around the arena. The NEXU bounds after it. The REEK passesthe wounded ACKLAY and OBI-WAN. OBI-WAN runs and jumps onthe back of the REEK behind ANAKIN and PADMÉ.

In the archducal box, NUTE GUNRAY turns angrily to COUNTDOOKU.

NUTE GUNRAY: This isn't how it's supposed to be! Jango,finish her off!

COUNT DOOKU motions for the bounty hunter to stay put. BOBAFETT is enjoying the spectacle.

COUNT DOOKU: Master Windu, how pleasant of you to join us.You're just in time for the moment of truth. I would thinkthese two new boys of yours could use a little moretraining.

MACE WINDU: Sorry to disappoint you, Dooku. This party'sover.

MACE WINDU signals, and at strategic places around thearena there are sudden flashes of light as about ONEHUNDRED JEDI switch on their lightsabers. The crowd issuddenly silent. COUNT DOOKU's lips curl in slightamusement.

JANGO FETT fires his flamethrower at MACE WINDU, ignitingMACE's robe. MACE WINDU jumps into the arena. The battlebegins. GEONOSIANS fly away everywhere. DROIDS fire atJEDI, who deflect the bolts and cut down the DROIDS. TheGEONOSIAN TROOPS fire ray guns that are more difficult forthe JEDI to deflect. SEVERAL JEDI run to the center of thearena and throw lightsabers to OBI-WAN and ANAKIN.

The REEK and the NEXU are spooked by the battle. The REEKbucks the riders off its back and stampedes around thearena, trampling DROIDS and JEDI that have moved into itspath. PADMÉ picks up a discarded pistol and joins thefight.

Among the crowd, JEDI cut down swaths of GEONOSIANS andDROIDS. On the sand, JEDI fight, attacking DROIDS. OBI-WANand ANAKIN swing their lightsabers, cutting DROIDS in half.PADMÉ blasts away at DROIDS and GEONOSIANS.

EXTERIOR: GEONOSIS, EXECUTION ARENA - DAY

MACE WINDU runs to the center of the arena and fights backto-back with OBI-WAN, as they swipe and mangle DROIDS.

Among the tiers, JEDI are slowly being driven back. Theyhave killed heaps of GEONOSIANS and have knocked out pilesof DROIDS, but sheer numbers are telling. Individual JEDIare being cut down or blasted. The rest are retreating intothe arena.

THREEPIO's body with the Battle Droid head enters thearena. The droid is fired upon and knocked back. The BattleDroid head goes flying off THREEPIO's body.

PADMÉ jumps on top of the ORRAY pulling the executionwagon. ANAKIN runs, jumps, and lands in the cart,deflecting laser blasts with his lightsaber. PADMÉ blastsBattle Droids as the two ride through the arena.

The Battle Droid body with THREEPIO's head enters thearena, carrying a blaster rifle.

C-3PO: Where are we? A battle! Oh, no! I'm just a protocoldroid. I'm not made for this. I can't do it. I don't wantto be destroyed!

Jedi KIT FISTO uses the Force to knock the THREEPIO BattleDroid backward onto the arena floor. A downed Super BattleDroid falls on top of THREEPIO's Battle Droid body, pinninghim to the ground.

OBI-WAN and MACE WINDU fight back-to-back, lightsabersflashing. The REEK charges and separates the two. The REEKchases MACE WINDU across the arena. MACE WINDU slashes atthe REEK but loses his lightsaber. JANGO FETT, watchingfrom above, rockets down into the arena to battle with MACEWINDU.

OBI-WAN is attacked by the ACKLAY and finally slays thebeast with his lightsaber.

ARTOO finds the Battle Droid with THREEPIO's head attached.He shoots a projectile from his body that attaches asuction device to THREEPIO's head, and pulls the head awayfrom the Battle Droid. ARTOO drags THREEPIO's head acrossthe arena and reattaches it to THREEPIO's body, using anextendable welding arm.

MACE WINDU, OBI-WAN, ANAKIN, PADMÉ and an exhausted groupof about TWENTY JEDI stand in the center of the arenasurrounded by a ring of BATTLE DROIDS. The bloodied sandaround them is strewn with the bodies of DEAD GEONOSIANS,SHATTERED DROIDS and JEDI.

KI-ADI-MUNDI and the SURVIVORS from the raiding party areherded into the arena by SUPER BATTLE DROIDS. From theencircling tiers above, THOUSANDS OF BATTLE DROIDS leveltheir weapons menacingly.

In the archducal box, COUNT DOOKU lifts his hand. TheDROIDS lower their weapons. The COUNT calls out to theJEDI.

COUNT DOOKU: Master Windu! You have fought gallantly.Worthy of recognition in the history archives of the JediOrder. Now it is finished. (pauses briefly) Surrender - andyour lives will be spared.

MACE WINDU: We will not be hostages for you to barter with,Dooku.

COUNT DOOKU: Then, I'm sorry, old friend. You will have tobe destroyed.

Above, SIX GUNSHIPS are descending fast through the openarea in the arena ceiling. They land in a cluster aroundthe handful of JEDI. CLONE TROOPERS spill out and startfiring at the DROIDS. There is a hellstorm of laserfirethat bounces off the laser shields created by the Gunships.YODA appears at the door of one of the Gunships.

YODA: Circle the Jedi. A perimeter, create, around thesurvivors.

The SURVIVING JEDI dash to the Gunships and scramble in.MACE WINDU hangs on tight as the Gunship, firing all itsweapons, rises out of the arena up and over the topmostrim.

On the arena grounds, ARTOO beeps as THREEPIO tries to situp.

C-3PO: What happened? I had the most peculiar dream.

In another part of the deserted arena, BOBA FETT finds hisfather's battered helmet. Kneeling down, he picks it up andlowers his head in sorrow.

The Republic Gunships circle towering stalagmites as theyhead toward the assembly point. WINGED GEONOSIANS firelaser cannons up at the Gunships.

INTERIOR: GEONOSIS, COMMAND CENTER - DAY

DOOKU, POGGLE, NUTE, and RUNE enter a huge command center.In the center of the room there is a large circularviewscreen and, around the perimeter of the room, GEONOSIANSOLDIERS monitor the CLONE ARMY's advances on largesemitransparent maps. In one corner of the room there is alarge monitor flashing a variety of images, like schematicsto a familiar planet-sized mechanized weapon.

POGGLE: All our communications have been jammed, We areunder attack.

NUTE GUNRAY: The Jedi have amassed a huge army.

COUNT DOOKU: Where did they get them? That doesn't seempossible. How did the Jedi come up with an army so quickly?

Laser fire pelts the base of the TECHNO UNION ship. Rockedwith explosions, it begins to tilt over and the Gunshipssplit up, flying past.

OBI-WAN: Good call. Those Federation starships are takingoff. Target them quickly.

One TRADE FEDERATION starship begins to rise from itsdocking port. Gunship #2 fires on the starship, with noapparent damage.

ANAKIN: They're too big, Master. The ground troops willhave to take them out.

INTERIOR: GUNSHIP NUMBER ONE - DAY

The Gunship lands at the Command Center. YODA disembarks.

CLONE COMMANDER: Master Yoda, all forward positions areadvancing.

YODA: Very good. Very good.

INTERIOR: GUNSHIP NUMBER TWO - DAY

The Gunship continues to fire on the TRADE FEDERATIONstarships. The starships continue to lift into the sky.

INTERIOR: COMMAND CENTER - DAY

YODA: Concentrate all your fire on the nearest starship.

CLONE COMMANDER: Yes, sir.

The TRADE FEDERATION starship finally begins to weakenunder the constant fire. The starship begins to fall andthen explodes in a fireball.

INTERIOR: GUNSHIP NUMBER TWO - DAY

OBI-WAN, ANAKIN and PADMÉ are at the open sides of theGunship. CLONES fire down at the DROIDS below.

The Gunship slows, circling over a droid gun-emplacement.It blasts it, but suddenly the Gunship is rocked by a nearmiss. It lurches violently.

OBI-WAN: Look over there...

ANAKIN: It's Dooku! Shoot him down!

Through the other side of the Gunship, they see a GeonosianSpeeder racing past. In the open cockpit is theunmistakable figure of COUNT DOOKU.

CLONE CAPTAIN: We're out of ordinance, sir.

ANAKIN: Follow him!

PADMÉ: We're going to need some help.

OBI-WAN: No, there's no time. Anakin and I can handle this.

DOOKU signals the two fighters flanking his ship. They veeroff left and right, loop around, and come up behind ourheroes' Gunship. To avoid the BEAK-WING fire, the Gunshipbanks up a steep dune but is still hit. The ship lurches onits side, and PADMÉ and a CLONE OFFICER tumble out.

ANAKIN: Padmé!!!

ANAKIN stares down in horror as PADMÉ hits the groundbelow.

ANAKIN: (continuing; to pilot) Put the ship down! Down!

OBI-WAN: Don't let your personal feelings get in the way.(to the pilot) Follow that speeder.

The Gunship continues its pursuit of DOOKU's speeder,followed by the TWO BEAK-WING fighters.

ANAKIN: (to pilot) Lower the ship!

OBI-WAN: Anakin, I can't take DOOKU alone. I need you. Ifwe catch him we can end this war right now. We have a jobto do.

ANAKIN: I don't care. (to the pilot) Put the ship down.

OBI-WAN: You'll be expelled from the Jedi Order.

ANAKIN: I can't leave her.

OBI-WAN: Come to your senses. What do you think Padmé woulddo if she were in your position?

ANAKIN: (resigned) She would do her duty.

EXTERIOR: COMMAND CENTER - DAY

YODA stands next to the CLONE COMMANDER. He sensessomething is wrong with PADMÉ.

YODA: Hmmmm...

CLONE COMMANDER: The droid army is in full retreat.

YODA: Well done, Commander. Bring me my ship.

EXTERIOR: GEONOSIS, DUNES - DAY

On the ground, a CLONE TROOPER approaches PADMÉ.

CLONE TROOPER: Are you all right?

PADMÉ: I think so.

CLONE TROOPER: We better get you back to the ForwardCommand Center.

PADMÉ: No, no. Gather up what troops you can. We've got toget to that hanger. Get a transport. Hurry!

INTERIOR: GUNSHIP NUMBER TWO - DAY

ANAKIN and OBI-WAN watch as COUNT DOOKU's speeder parksoutside the tower; the Gunship parks next to it. OBI-WANand ANAKIN leap down and run inside the tower.

ANAKIN: You're going to pay for all the Jedi you've killedtoday, Dooku.

OBI-WAN: (to Anakin): We'll take him together - you go inslowly on the...

ANAKIN: No, I'm taking him now!

OBI-WAN: Anakin, no!

ANAKIN charges across the open space at COUNT DOOKU, whosmiles faintly, watching him come. ANAKIN raises hislightsaber. At the last moment, COUNT DOOKU thrusts out anarm and unleashes a blast of Force lightning. ANAKIN ishurled across the room, and slammed into the opposite wall.He slumps to the foot of the wall, semi-conscious. COUNTDOOKU moves toward OBI-WAN.

OBI-WAN comes in fast, swinging at COUNT DOOKU's head.DOOKU parries the cut easily. As they fight, it quicklybecomes clear that DOOKU is the complete swordsman,elegant, graceful, classical - a master of the old style.